PEG DEF 14A Report ended April 19, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT OF PSEG

The Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated (the “Company”) will be held on Tuesday, April 19, 2022, at 1:00 p.m. Eastern Time. Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders and other meeting participants, the Annual Meeting will be held in a virtual only format via live webcast on the internet. You will not be able to attend the Annual Meeting in person. However, stockholders of record as of the close of business on February 18, 2022 will be able to attend, vote, and submit questions during the virtual meeting by registering at: register.proxypush.com/peg

Please vote on these items:

To Submit Proposals for the 2023 Annual Meeting

For shares held by a bank or broker, including those in the various stockholder and employee plans that we offer, please follow the voting instructions from your bank, broker or plan administrator. For more information, see pages 79-83.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 19, 2022.

The Proxy Statement and Annual Report to Stockholders are available at www.pseg.com/annualmeeting

The approximate date on which this Proxy Statement and the accompanying proxy card were first sent or given to security holders and made available electronically via the Internet was March 10, 2022.

Public Service Enterprise Group Incorporated (we, us, our, PSEG or the Company) is distributing this Proxy Statement to solicit proxies in connection with our 2022 Annual Meeting of Stockholders.

		Future Electronic Delivery You can help us and the environment by choosing to receive future proxy statements and related documents such as the Annual Report and Form 10-K by electronic delivery. You may sign up for future electronic delivery at the website below, depending on the nature of your ownership. Please note that these are not the same sites to use for voting. For further information about how to vote, see the Notice of Annual Meeting of Stockholders and page 82. • If you are a stockholder of record, please go to www.proxyconsent.com/peg • For shares held in Employee Benefit Plans, please go to www.proxyconsent.com/peg • If your shares are held by a bank or broker, please go to https://enroll.icsdelivery.com/peg

PSEG 2022 Proxy Statement i

Table of Contents

Forward-Looking Statements

The statements contained in this Proxy Statement that are not purely historical are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC) and available on our website: https://investor.pseg.com/financial-information/sec-filings. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this Proxy Statement apply only as of the date hereof. We specifically disclaim any obligation to update these forward-looking statements unless required by applicable securities laws. Information on our website should not be deemed incorporated into, or as a part of, this report.

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Corporate Governance – Role of the Board of Directors

CORPORATE GOVERNANCE

Role of the Board of Directors

PSEG is governed by our Board and its committees that meet throughout the year. The Board is elected by our stockholders and is the ultimate decision-making body of the Company except for the items reserved to stockholders.

The Board provides direction and oversight by:

The Board holds an annual strategy session in addition to its regular meetings, receives regular updates and actively engages in dialogue with our senior management. The Board has full and free access to all members of management and may hire its own consultants and advisors as it deems necessary.

Board Leadership Structure

The Board has determined that, at the present time, it is in the best interests of the Company and stockholders for all three positions of Chairman of the Board, President and CEO to be combined under the leadership of Ralph Izzo. The Board believes that Mr. Izzo possesses the attributes of experience, judgment, vision, managerial skill and overall leadership ability essential for our continued success. The Board also believes that a strong, independent Lead Director complements the role of the CEO, enhances the significant contributions of our independent directors and promotes confidence in our governance structure. Following the 2022 Annual Meeting, our current Lead Director, Dr. Jackson will conclude her distinguished service on our Board. Effective at that time, the independent directors have designated Susan Tomasky to serve as Lead Director.

The Role of Our Lead Director

Our Lead Director is an independent director designated annually by the independent directors and typically serves in that capacity for four years. The Lead Director’s duties include:

		• Presiding over executive sessions of the independent directors; • Providing the independent directors with a key means for collaboration and communication; • Coordinating with the Chairs of our various Board committees to set agendas for committee meetings; • Reviewing quality and timeliness of information provided to the directors; and • Ensuring a robust Board self-evaluation.

Our Corporate Governance Principles

The Board has adopted and operates under our By-Laws and Governance Principles. The Governance Principles provide guidelines for directors and management to effectively pursue and support our business objectives. The Governance Principles govern our board structure, requirements of our directors, board operations and functioning of our Board committees and are reviewed periodically by the Corporate Governance Committee, which recommends any changes to the Board. Our By-Laws and Governance Principles can be found on our website at https://investor.pseg.com/governance/governance-overview .

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Corporate Governance – Board and Committee Self-Assessment Process

Board and Committee Self-Assessment Process

Our Board and committees each have a robust annual process for self-assessment, as shown below.

Governance Enhancements from the 2021 Self-Assessment Process:

We continued enhancements with respect to Board meeting effectiveness, executive sessions of independent directors and director selection process.

Director Education and Orientation

To assist the Board in understanding the Company and to maintain the necessary knowledge to perform their responsibilities, members of our Board are offered and are provided a variety of learning opportunities throughout the year.

Internal Educational Presentations		The Board is regularly offered internal presentations that comprise “deep dives” on specific topics presented by management as well as provided detailed asset data books where appropriate.
External Programs		Directors are encouraged to attend third-party programs; management regularly updates a list of recommended offerings.
Outside Speakers		The Board regularly hears from outside experts on such topics as investor perspectives, strategy, cybersecurity, environmental, social and governance (ESG) issues, climate change, regulatory matters, nuclear industry issues and business leadership.
Orientations		New directors and new committee members receive comprehensive materials and in-house orientation sessions featuring presentations by key members of management and the independent auditor. These sessions cover such topics as strategic plans; operations; human capital management; ESG and climate change; significant financial, accounting and risk management issues; regulatory and governance practices and compliance programs and trends.

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Corporate Governance – Board and Committee Meetings and Attendance

Board and Committee Meetings and Attendance

In 2021, the Board met ten times, including five regular meetings, one strategy session and four special meetings. The PSE&G Board met eight times, including five regular meetings, one strategy session and two special meetings. During 2021, each director attended at least 75% of the aggregate number of meetings of the Board and the committees on which the director served. All of the directors who were elected in 2021 attended the 2021 Annual Meeting of Stockholders.

Our Governance Principles provide that each director is expected to attend all Board meetings, all meetings of committees of which the director is a member and the Annual Meeting of Stockholders.

Service on Other Boards

The experience gained through other directorships provides our Board with a breadth of valuable knowledge and insight. Advance approval by the Corporate Governance Committee is required for service on any public company board. All of our nominees have successfully balanced other demands on their time and attention in meeting their obligations to PSEG.

Board Committees

Our Board has six standing Committees: Audit, Corporate Governance, Executive, Finance, Industrial Operations, and Organization and Compensation (O&CC). A description of each Committee follows.

Committee assignments and Chairs are regularly reviewed and periodically changed to optimize the talents of our directors and meet the Company’s evolving needs.

Each Committee has open and free access to all Company information, may require any of our officers or employees to furnish it with information, documents or reports, may investigate any matter involving us and has discretion to hire outside resources. Each Committee, other than the Executive Committee, has a charter that defines its roles and responsibilities and annually conducts a performance evaluation of its activities and a review of its charter.

The Executive Committee consists of the Chairman of the Board, the Lead Director and at least one additional independent director. In 2021, the members of the Executive Committee were Ralph Izzo, Shirley Ann Jackson, David Lilley and Susan Tomasky. The authority of the Executive Committee is set forth in our By-Laws. The Committee charters and our By-Laws are posted on our website, https://corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions

See page 2 for Committee positions effective upon the election of the Directors at the 2022 Annual Meeting.

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Corporate Governance – Board Committees

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Corporate Governance – Board Committees

PSEG 2022 Proxy Statement 21

Corporate Governance – Board Committees

Key Responsibilities

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Corporate Governance – Integrated Approach to Shareholder Engagement

Integrated Approach to Shareholder Engagement

The Board and management believe in ongoing shareholder engagement and conduct engagement efforts throughout the year in an integrated approach, including through investor conferences, analyst meetings, and one-on-one discussions. Understanding the issues that are important to our shareholders is critical for our accountability. We have robust conversations on topics such as business strategy, corporate governance, executive compensation, risk management, human capital management and ESG matters. Our Board routinely reviews and improves our practices and disclosures in a manner that best supports our business and our culture taking into account feedback from shareholder engagement.

ESG was a focal point in nearly all recent investor engagements. Taking under consideration our discussions with shareholders, PSEG accelerated its net-zero vision by 20 years to a new Net-Zero 2030 which is perceived as one of the U.S. utility industry’s most ambitious net-zero climate goals. PSEG also issued a comprehensive Diversity, Equity & Inclusion Report and made available through its website its Equal Employment Opportunity-1 Report. In the spirit of increasing disclosure and transparency, PSEG published an ESG Performance Report, enhanced its ESG disclosure in the Proxy Statement, and also made available through its website the PSEG ESG Data Matrix (a collection of self-reported metrics on environmental, social and governance issues).

Shareholder Outreach and Engagement

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Corporate Governance – Board and Committee Oversight of Risk Management

Board and Committee Oversight of Risk Management

The objective of PSEG’s risk management program is to support the achievement of growth and business objectives within acceptable risk levels. An important aspect of the program is promoting a risk-aware culture where all employees have a responsibility for identifying and communicating risks, and where there is clear accountability for risk mitigation.

The Board has ultimate responsibility for the oversight of risk management at PSEG, overseeing the Company’s risk management program and reviewing the most significant risks facing the Company.

The Board interacts with senior management regarding assessment and mitigation of the most significant risks facing the Company, across a range of categories that includes strategic, financial, operational, environmental, human capital management, health and safety, legal and compliance and reputational risks.

The Corporate Governance Committee reviews key enterprise risks and recommends to the Board the mapping of each risk to an appropriate committee or the full Board, in accordance with the allocation of risk categories reflected in the charter of each committee.

The Board’s oversight of risk management is supported by the Risk Management Committee, which consists of senior executives, and by the Enterprise Risk Management (ERM) team, led by PSEG’s Senior Vice President – Audit, Enterprise Risk and Compliance in collaboration with other assurance functions and management committees and councils, such as the Cybersecurity Council, and the cybersecurity advisors. (For more information on cybersecurity risk management, see the next section.) At least annually, the Corporate Governance Committee and the Audit Committee are briefed on enterprise-level risks and emerging risks. Throughout the year, the Board and each committee provide ongoing oversight of key enterprise risks through deep-dive risk reviews and updates presented by representatives of the relevant line of business and functional areas. The risk reviews include analyses of underlying risk causes, as well as reviews of current risk mitigation and response activities. The committees report out to the Board regarding their risk reviews and elevate risk issues to the Board as appropriate. Management integrates risk assessment and mitigation into business decisions and planning and escalates issues to the committees and Board as appropriate.

Board Oversight of Cybersecurity

Cybersecurity is a critical component of our risk management program. In an effort to reduce the likelihood and severity of cybersecurity incidents, we have established a comprehensive cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our information systems. The Board, the Audit Committee, Industrial Operations Committee and senior management receive frequent reports on such topics as personnel and resources to monitor and address cybersecurity threats, technological advances in cybersecurity protection, rapidly evolving cybersecurity threats that may affect our Company and industry, cybersecurity incident response and applicable cybersecurity laws, regulations and standards as well

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Corporate Governance – Board Oversight of Cybersecurity

as collaboration mechanisms with intelligence and enforcement agencies and industry groups to assure timely threat awareness and response coordination.

Our cybersecurity program is focused on the following areas:

Governance:

Cybersecurity Awareness: Identifying and assessing cyber risks through partnerships with public and private entities and industry groups, and disseminating electronic notices to, and conducting presentations for, company personnel.

Training: Providing annual cybersecurity training for all personnel with network access, as well as additional education for personnel with access to industrial control systems or customer information systems; and conducting phishing exercises. Regular cybersecurity education is also provided to our Board through management reports and presentations by external subject matter experts.

Technical Safeguards: Deploying measures to protect our network perimeter and internal Information Technology platforms, such as internal and external firewalls, network intrusion detection and prevention, penetration testing, vulnerability assessments, threat intelligence, anti-malware and access controls.

Vendor Management: Maintaining a risk-based vendor management program, including the development of robust security contractual provisions. Notably, in 2020, we implemented additional measures to ensure compliance with new requirements promulgated by the North American Electric Reliability Corporation applicable to cyber systems involved in the operation of the Bulk Electric System (BES). These new or enhanced measures require PSEG to identify and assess risks to the BES from vendor products or services.

Incident Response Plans: Maintaining and updating incident response plans that address the life cycle of a cybersecurity incident from a technical perspective (i.e., detection, response and recovery), as well as data breach response (with a focus on external communication and legal compliance); and testing those plans (both internally and through external exercises).

Mobile Security: Maintaining controls to prevent loss of data through mobile device channels.

Response to COVID-19 Pandemic

PSEG’s Enterprise Risk Management program provided the framework by which the potential impacts of the pandemic on the enterprise were proactively assessed and planned for, beyond the immediate response horizon. These assessments were discussed with the Risk Management Committee and the Executive Crisis Management Team throughout the year and presented to the Board. PSEG is documenting lessons learned to strengthen business continuity plans and improve resilience to the uncertainty of the ongoing pandemic or a future event .

As COVID-19 conditions evolve, PSEG continues to anticipate and respond to changing circumstances. In addition to maintaining and improving protocols that were established during the peak of the pandemic, PSEG has developed a Responsible Re-Entry Playbook that preserves business continuity and capitalizes on lessons learned during our initial pandemic response. Employees are offered flexible, hybrid approaches to work and collaboration. For some, that means continuing to work remotely. For others, that may mean returning to office spaces on a hybrid basis or as needed for business operations. The health, safety and well-being of our employees remain of utmost importance throughout this process.

COVID-19 Response (Community, Customers and Employees)

By providing essential electric and natural gas service to over 3.5 million customers in New Jersey and Long Island, New York – two states that saw the highest early positivity and morbidity rates – PSEG delivered more than just heating and power to homes, businesses, and essential emergency services. These essential services power the communication infrastructure, enable the work-from-home economy, keep us all connected to our loved ones and maintains the critical energy infrastructure that supports economic activity throughout our service regions.

The services and support that were provided at the onset of the pandemic have been continuously adjusted and improved in response to changing conditions and needs to best support our communities, customers and employees.

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Corporate Governance – Response to COVID-19 Pandemic

Community:

Customers:

Employees:

Ø Maintained workforce levels and employee benefits; Ø Implemented remote work practice for all employees where job could be performed remotely; Ø Created a pandemic response hotline exclusive for PSEG employees to guide them through questions on their health and safety, identification and notification of close contact exposure, clinical assessments to determine quarantine needs and appropriate return to work procedures;
Ø Expanded paid time off for COVID-19-related issues, including the employee’s own illness, to care for a family member, for the employee or a family member to get vaccinated (including boosters and recovery from any side-effects experiences by the employee) and to navigate school, daycare and other closures; Ø Assisted in scheduling vaccination appointments and provided on-site vaccination at some PSEG locations; Ø Provided “wellness points” for employees who get vaccinated, which can be used to reach targets for company contributions to health accounts; Ø Implemented vaccination verification for employees working on-site or remotely; Ø Enhanced bereavement leave allotments to accommodate any employee suffering a loss of a family member; Ø Expanded childcare resources, including discounted home and remote placement services, expanded referrals and tutoring support;
Ø Supplied field locations with COVID-19 tests for employees’ personal use; Ø Implemented changes to medical and retirement savings plan made available through federal relief packages; Ø Introduced a mobile assessment tool that enables employees to answer questions, regarding their health and exposure status which provides a daily passport for entry into the workplace; Ø Provided frequent education to front line managers and the workforce by PSEG’s medical director and Health and Safety teams; Ø Increased leadership communication platforms, including an employee social media channel (The Link) and ongoing pulse surveys during the critical period of the pandemic to ensure employee well-being, and engagement and distributed the weekly COO message connecting with employees on COVID matters; Ø Required all employees hired after 2021 to be vaccinated subject to certain accommodation exceptions; and Ø Implemented new practices and programs to support employees and managers with flexible work models.

PSEG continues to monitor federal, state, and local health guidance and updates its Job Hazard Analyses and protocols accordingly.

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Corporate Governance – Our Approach to Sustainability

Our Approach to Sustainability

Whether it is our response to the COVID-19 pandemic, how we treat and support our employees, or the projects and programs in which we choose to invest our capital, sustainability and ESG are critical to our mission and vision. Our Board of Directors takes an active role in overseeing our vision of a safe, affordable, reliable, and cleaner energy future. While the Board’s Corporate Governance Committee has the mandated responsibility for overseeing sustainability, climate strategy, and our net-zero transition, the full Board of Directors play a proactive role in understanding how each business area incorporates ESG and corporate citizenship into the company’s strategy.

We are focused on meeting customer expectations and being well aligned with public policy objectives by investing to modernize our energy infrastructure, improve reliability, increase energy efficiency and deliver cleaner energy. Our business plan focuses on achieving growth while controlling costs and managing the risks associated with regulatory and policy changes, fluctuating commodity prices and changes in customer demand. In furtherance of these goals, over the past few years, our investments have altered our business mix to reflect a higher percentage of earnings contribution by PSE&G, which improves the sustainability and predictability of our earnings and cash flows and provides more financial flexibility. For more information, see Strategic Review of Non-Nuclear Generation Assets on pages 28.

Transition to Predominantly Regulated Utility with Strong ESG Focus

1903-1999 Meeting 20th century energy needs 2020 and Beyond Predominantly regulated utility with contracted, zero-carbon infrastructure 1999-2019 Electric restructuring PREDOMINANTLY REGULATED UTILITY DIVERSITY EQUITY & INCLUSION NET-ZERO 2030 CLIMATE GOAL PSEG

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Corporate Governance – Our Environmental Priorities

Our Environmental Priorities

2021 marked a significant step in our transformation as a major driver of New Jersey’s clean energy economy of the future. We remain guided by our vision to power a future where people use less energy, and it’s cleaner, safer and delivered more reliably than ever. Our investments remain focused on carbon-free energy and in building the infrastructure needed to help New Jersey meet its long-term clean energy goals.

Net-Zero 2030 Climate Vision : In June 2021, we announced a Net-Zero 2030 Climate Vision focused on three pillars: (1) 100% greenhouse gas- (GHG) free, carbon-free power generation, (2) net-zero emissions for PSEG operations (Scope 1 and 2), and (3) significant contributions to regional economy-wide decarbonization. Our progress over the last year has put our company on a path toward achieving these goals.

U.N. backed Business Ambition for 1.5 ° C and Race to Zero campaigns : In addition to our Net-Zero 2030 Climate Vision, we took the bold step of publicly committing to the Business Ambition for 1.5°C and Race to Zero campaigns. Over the next two years, we plan to set science based target(s) encompassing all three scopes with the aim of aligning with the Paris Agreement that seeks to avoid a 1.5°C global temperature increase.

Strategic Review of Non-Nuclear Generation Assets : In June 2021, we completed the sale of PSEG Power’s 467 MW-dc solar generating portfolio and, in February 2022, we completed the sale of PSEG Power’s 6,750 MW fossil generating portfolio of assets located in Connecticut, Maryland, New Jersey and New York. The sale of the fossil assets allows PSEG to focus on regulated utility growth and carbon-free generation.

Progress in Offshore Wind Renewable Energy : In March 2021, the 25% equity investment in Ocean Wind Project was approved by the NJ BPU and the acquisition was completed in April 2021, reinforcing our first step toward expanding our wind generation portfolio. In September 2021, PSEG and Ørsted jointly submitted several proposals into an open window process facilitated by PJM. If awarded, the project would be developed through a 50/50 joint venture with Ørsted.

Zero Emission Certificate (ZEC) program : In April 2021, the Hope Creek, Salem 1 and Salem 2 nuclear power plants received an extension of the current level of support under the Zero Emission Certificate (ZEC) program, securing continued operation of NJ’s most important source of carbon-free electricity for another three years beginning in mid-2022.

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Corporate Governance – Our Environmental Priorities

Clean Energy Future Initiative : Our focus on our utility operations is aimed at enabling the clean economy of the future and supporting New Jersey’s energy goals. In 2020, NJ BPU approved $1 billion of investments through our Energy Efficiency (EE) program. This is the largest commitment to energy efficiency ever in NJ. In 2021, NJBPU also approved AMI (Smart Meters)/Energy Cloud program, which provides investments of $707 million for smart meter programs over the next four years, and a proposal for PSE&G to provide investments of approximately $166 million for electric vehicle (EV) charging infrastructure programs over the next six years.

PSEG’s Gas System Modernization Program (GSMP) : We are also making excellent progress on the Gas System Modernization Program to modernize and replace cast iron and unprotected steel mains. These enhancements bolster public safety and support our climate initiatives through the reduction of fugitive methane emissions and by improving the ability of our customers to use high efficiency appliances.

Our Social Priorities

Our focus on citizenship is grounded in the belief that we can do well as a company by doing good for the diverse people and communities we serve. The Board, through its Corporate Governance Committee, oversees our corporate citizenship that is grounded in the principles of diversity, equity and social priorities.

PSEG Foundation & Corporate Responsibility: In 2021, PSEG provided over $4 million in corporate giving to support our communities. In addition, the PSEG Foundation awarded over $8 million to nonprofits that were aligned with the Environmental Sustainability, Social Justice and Equity and Economic Empowerment pillars. As part of the Environmental Sustainability pillar, the PSEG Foundation has taken steps to redefine the pillar’s focus on supporting organizations that promote environmental stewardship, facilitate clean energy innovation, preserve ecosystems and encourage conservation and foster environmental justice. Furthermore, in connection with the Powering Equity and Social Justice Initiative, the PSEG Foundation announced $1 million in grant funding to three historically Black colleges and universities: Hampton University, Howard University and North Carolina Agricultural and Technical State University. The grant money will be used to provide scholarships to New Jersey residents who attend these universities to pursue a STEM education.

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Corporate Governance – Our Social Priorities

Employee Volunteerism: We also support our communities through employee volunteerism that includes paid time off and grants to nonprofits. In light of the ongoing pandemic, PSEG has incorporated numerous virtual volunteerism opportunities to allow its employees to provide positive impact to its communities in a safe and responsible manner.

NJ CEO Council: PSEG’s CEO is a member of the New Jersey CEO Council, a coalition of CEOs that has pledged to hire or train more than 30,000 residents by 2030 and spend an additional $250 million on procurement with state-based, diverse companies by 2025. Both efforts focus on underrepresented and underserved communities. In 2021, PSEG provided $700,000 to this effort.

Human Capital Management: Our People

At PSEG, we know that our people are our most valuable resource. Therefore, our Human Capital Management strategy is integrated with our overall ESG goals and is designed to ensure we have the best talent and culture to sustain our business both today and in the future as we lead transformation in our industry.

Board Oversight of Human Capital Management

O&CC has a key role in the oversight of our talent management programs and culture initiatives with particular focus on diversity, equity and inclusion, organization and succession planning, talent and workforce development, total rewards, and culture. At least semi-annually, the O&CC reviews our human capital management progress focusing on our organizational and leadership priorities, executive leadership succession and development plans, and executive performance. In addition, the O&CC reviews workforce and talent diversity metrics, employee experience survey data and findings, and talent and culture plans. The Board actively engages not only with our executive leadership teams but also our rising leaders through formal presentations and talent engagement meetings.

As specified in its charter, the O&CC has the primary responsibility for overseeing Human Capital Management strategy and risks. The O&CC oversees our annual incentive plan, which includes specific metrics to drive leadership accountability for human capital goals related to key talent, culture, diversity, equity and inclusion priorities. Specifically, annual employee incentive awards are tied to a People Strong goal and a Diversity, Equity and Inclusion index, which measure employee growth and development, engagement, inclusion and workplace culture, among other business performance goals. PSEG’s pay-for-performance philosophy aligns employee compensation with individual performance as well as business unit and enterprise performance results, driving employee accountability and ownership of overall results and progress on key strategic objectives.

PSEG Workforce at a Glance

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Corporate Governance – Our Social Priorities

PSEG has a fundamental commitment to human rights and as a responsible corporate citizen and leader in the energy field, we remain steadfast in our commitment to treating people with dignity and respect at all times. We are determined to maintain the high standards of ethical conduct on which our business and reputation have been built. In every aspect of our operations, we are committed to protecting and advancing human rights.

Safety

We are committed to protecting the health and safety of our employees, contractors and the communities that we serve. We demonstrate our commitment each day by ensuring that everyone is empowered and encouraged to question, stop and correct any unsafe act or condition.

Our commitment can also be seen when we:

Diversity, Equity and Inclusion

Our DEI program combines individual and site-specific efforts with leadership development to create a welcoming, equitable and inclusive workplace. While we are proud of our progress, we know there is always more work to do, and we are excited about those challenges and opportunities.

2021 DEI Recognition

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Corporate Governance – Our Social Priorities

2021 DEI Initiatives

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Corporate Governance – Our Social Priorities

Employee Engagement

We solicit continuous feedback so that we improve our culture in a way that is responsive to the voices of our employees.

Talent Attraction and Development

PSEG has maintained an unwavering focus on attracting, developing and retaining a robust talent pipeline for the future, from our frontline to our leadership levels. To remain competitive and continue to provide our customers with the highest standard of service, we must cultivate employee engagement and have the right skills and environment to drive innovation, safety and operational excellence.

Talent Attraction: We are working to attract people from all backgrounds, cultures, educational experiences and religions because we know that a workforce that reflects the diversity of our customers and communities will bring more innovative thinking and better ideas and solutions to our business.

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Corporate Governance – Our Social Priorities

Talent Development: We continue to focus on providing a variety of training development opportunities for employees at all levels within the organization. Efforts in this area include:

Talent Process Enhanced talent and succession process by identifying diverse talent pools and next-level leaders and creating deliberate development plans for director level and above Leadership Training Program Developed and delivered a new 12-month leadership training program for more than 100 front-line people leaders Inclusive Leadership Skills Developed inclusive leadership skills for our top 200 leaders and provided a diverse leadership experience for our next-level 500+ leaders Virtual Instructor-led Trainings Expanded virtual instructor-led training sessions focusing on developing leadership skills and abilities of employees at every level Professional Coaching Piloted confidential coaching offering for non-union employees assisting them in navigating personal and professional growth and development Premier Leadership Program for People of Color Continued our premier joule leadership program designed to develop People of Color leaders personally and professionally

Total Rewards Program: In addition to our competitive pay, incentives and benefits programs, our Total Rewards offerings take into account the safety, health and overall well-being of our employees. We offer an array of programs designed to support physical, emotional, social, and financial wellness, the foundation of employee engagement and productivity.

We support our employees through everyday challenges, critical life events and new and changing life experiences. Our benefits program includes access to mental health, childcare and elder care resources, voluntary benefits for discounted services, tuition reimbursement and adoption assistance.

Labor Relations

We are proud of the partnership we have with union leadership and the approximately 7,900 employees represented by unions in our workforce.

Just Transition: As we accelerate our business to a primarily regulated utility and contracted energy business with carbon-free generation and infrastructure investment, PSEG is committed to a fair, equitable and transparent approach to human capital management, one that is grounded in treating people with dignity and respect. With evolving technologies in energy and digital advancements, we look for training, upskilling and redeployment opportunities for our existing workforce.

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Corporate Governance – Our Governance Priorities

Our Governance Priorities

Sound corporate governance is integral to the results and progress we achieve. We are guided by a code of conduct and integrity that emphasizes high ethical standards, accountability and transparency. Governance is a top priority and includes a focus on enterprise risk management (see p. 24), cybersecurity (see p. 24), political contributions (see p. 35) and executive compensation (see p. 42). Our Board exercises oversight, supported by each committee, as reflected in their charters.

Sound corporate governance starts from the top where we strive to balance the right mix of Board diversity characteristics (including skills, backgrounds, gender, racial and ethnic diversity) that will enable us to achieve our strategic goals. Our Board is continuously refreshed and we had five new directors in the past five years. For more information, see pages 7-9.

Our ESG goals are also linked to executive compensation. Compensation scorecards reflect key ESG goals including diversity, equity and inclusion, climate and sustainability. For more information, see pages 54-55.

Oversight of Political Contributions and Engagement Activities

The Company is committed to maintaining orderly, stable and productive relationships with its stakeholders in government. The nature of our business requires that we are a trusted corporate citizen with an unwavering commitment to integrity. The Corporate Governance Committee oversees our political engagement activities in accordance with our Corporate Political Participation Practice, which may be found here: https://investor.pseg.com/esg/governance-overview/default.aspx

In 2020, we revised our Corporate Political Participation Practice to implement additional controls on the Company’s political engagement activities. These controls expand internal requirements applicable to the Company’s interactions with prominent political figures and its contributions to political organizations and social welfare organizations (i.e., 501(c)(4) organizations). For example, any contribution to a social welfare organization will undergo a robust review to confirm the contribution will not result in unreasonably adverse reputational or business risk and must be approved by the Senior Vice President - Corporate Citizenship and EVP and General Counsel. These additional controls also expand the review and approval process applicable to interactions with prominent political figures and others close to them. Also, vendors or suppliers who perform lobbying activities or political consulting may not subcontract work without our prior review and approval.

Consistent with our commitment to integrity in our political activities, we are transparent about our political contributions. Annually, we publish a report that includes our corporate contributions to candidates, trade associations and other political and social welfare organizations. With regard to trade associations, we request that trade associations to which we paid total annual payments of $50,000 or more identify the portion of dues or payments received from PSEG that were used for expenditures or contributions that, if made directly by PSEG, would not have been deductible under Section 162(e)(1)(B) of the Internal

Revenue Code (IRC). The report is available here: https://investor.pseg.com/esg/ governance-overview/default.aspx

PSEG 2022 Proxy Statement 35

Corporate Governance – Our Governance Priorities

What We Expect of Our Employees, Officers and Directors

We have a long-established corporate culture of emphasizing integrity, honesty and the highest ethical standards and require all to remain in compliance with our Standards of Conduct. Our Chief Compliance Officer has overall responsibility for administering the Standards of Conduct under the oversight of the Audit Committee.

The Standards of Conduct are posted on our website at: https://corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct

Our Standards of Conduct:

We require every employee to complete annual training on the Standards of Conduct.

We commit to post on our website:

In 2021, we did not grant any waivers to the Standards of Conduct.

Our Standards of Conduct, Compliance Program, Related Person Transactions Practice and Conflicts of Interest Practice described below, establish clear policies and procedures regarding personal and business conduct. Our written management practices provide that any capital investment with a non-PSEG entity or its affiliate, for which one of our directors or officers serves as a director or executive officer, must be approved by our Board. These are our only written policies and procedures regarding the review, approval or ratification of transactions with related persons.

Certain Relationships and Related Person Transactions

Under our Related Person Transactions Practice, which is administered by the Corporate Governance Committee, directors and executive officers must report any potential related person transactions.

For purposes of our Related Person Transactions Practice, a related person transaction includes transactions in which PSEG is a participant, the amount involved exceeds $120,000 and a “related person” has or will have a direct or indirect interest. Related persons of PSEG consist of directors (including director nominees), executive officers, stockholders beneficially owning more than 5% of PSEG’s voting securities and the immediate family members of these individuals.

The Corporate Governance Committee reviews the facts and circumstances of each transaction and approves or ratifies related person transactions that it determines are in the best interests of PSEG and its stockholders. The Corporate Governance Committee’s consideration includes:

36 PSEG 2022 Proxy Statement

Corporate Governance – Certain Relationships and Related Person Transactions

PSEG Director Barry H. Ostrowsky is the President and CEO of RWJBarnabas Health (RWJBarnabas), a non-profit corporation incorporated in New Jersey.

Christopher LaRossa, brother of Ralph A. LaRossa, COO of PSEG and one of the Company’s NEOs, is an employee of, and receives compensation from, PSE&G. During 2021, Christopher LaRossa served and currently serves as District Manager – Regulatory Policy and Procedure. The approximate total compensation paid to Christopher LaRossa during 2021 was within the range set for employees with comparable qualifications and responsibilities who held similar positions at the Company (salary of $116,000-$232,000 plus incentive compensation targeted at 20% of salary). He also received health insurance and other benefits available to all other employees in a similar position. His compensation was determined in accordance with our compensation practices applicable to employees who hold similar positions. Ralph A. LaRossa did not and does not have any direct responsibility for directing or reviewing his brother’s work or any influence over his brother’s compensation or the other terms of his employment.

The Corporate Governance Committee reviewed all of the transactions referenced above and determined that they are in the best interests of PSEG and its stockholders. We do not have any other related person transactions that meet the requirements for disclosure in this Proxy Statement.

Conflicts of Interest

The Governance Principles provide that a director must notify the Chair of the Corporate Governance Committee if the director encounters a conflict of interest or proposes to accept a position with a new entity so that potential conflicts of interest may be reviewed. Our Conflicts of Interest Practice applies to all employees, contractors, suppliers and any third party working on behalf of PSEG and covers situations where individual interests are or could be at odds or in conflict with PSEG’s interests. These situations are required to be reported to our Office of Ethics and Compliance, which may conduct an investigation or take actions it deems appropriate.

PSEG 2022 Proxy Statement 37

Security Ownership Table

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows, as of February 18, 2022, beneficial ownership of our common stock by the directors and nominees and the currently serving executive officers named in the 2021 Summary Compensation Table. None of these amounts exceeds one percent of our common stock outstanding. The table also shows as of February 18, 2022, beneficial ownership in shares by any person or group known to us to be the beneficial owner of more than five percent of our common stock. According to the Schedule 13G filed by each owner with the SEC, these securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the Company.