PG&E Corp DEF 14A, filed Apr 9, 2026

PG&E Corp (PCG)

DEF 14A 2026-04-09 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

PG&E Corp filed this DEF 14A on April 9, 2026.

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1			Joint Notice of 2026 Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company
2			Overview
11			Proposal 1: Election of Directors of PG&E Corporation and Pacific Gas and Electric Company
12			Director Biographies
22			Governance
25			Operations
29			Oversight
32			Related Person Transactions
33			Compensation of Non-employee Directors
36			Share Ownership Information
40			Proposal 2: Advisory Vote to Approve Executive Compensation for PG&E Corporation and Pacific Gas and Electric Company
41			Compensation Discussion and Analysis
69			Compensation Committee Report
72			Executive Officer Compensation
98			Proposal 3: Ratification of the Appointment of Deloitte and Touche LLP as the Independent Public Accounting Firm for PG&E Corporation and Pacific Gas and Electric Company
98			Report of the Audit Committees
			User guide
102			Defined Terms
104			Website Availability of Governance Documents
105			General Information About the 2026 Annual Meetings and Voting
109			2027 Annual Meeting


Today at PG&E,1 we continue to deliver progress in serving our triple bottom line of People, our Planet, and California’s Prosperity as we deliver safe, affordable, reliable, and clean energy to our customers. Last year, we made meaningful strides forward: •On the safety front, we achieved a significant reduction in serious injury and motor vehicle incidents, resulting in some of our best ever safety performance. •We reduced CPUC-reportable ignitions by over 40%, resulting in our third consecutive year with no major fires caused by our equipment. •On March 1 this year, we delivered our fifth reduction in residential bundled electric rates in two years. Combined with prior decreases, our residential bundled electric rates are now 13% lower than January 2024, with the typical customer paying about $25 less per month. •On electric reliability, our systemwide performance improved by 19% from 2024; and we delivered over 99% reliability for natural gas customers. We’re not done yet. We’re working tirelessly to remove wildfire-related costs from customer bills, we’re expanding system hardening with overhead and underground powerlines, and we’re embracing innovation to keep costs low and reliability high even as we meet our customers’ growing demand for energy. To deliver on our goals, we remain steadfast in our plan: what we call our Simple, Affordable Model. In 2025, we extended our investment plan to $73 billion through 2030 to deliver for customers and investors now and for the long run. Consistent with our plan, we reduced non-fuel operating and maintenance (O&M) costs by 2.5% in 2025. In fact, we’ve exceeded our non-fuel O&M targets for four years in a row, allowing us to redeploy over $700 million for the benefit of customers. We also continue to see the potential for new and growing electricity demand to reduce costs for all customers. When it comes to new data center projects, we now have over 3.5 gigawatts in the final engineering stage with about half of this on track to be connected by 2030. We estimate that every gigawatt of new electric load from data centers can lower our average electric bills by 1% or more. As we continue our efforts to save money by working smarter, we are energized by our new goal for future customer bills. We are now targeting an average annual bill trajectory of 0-3% versus our previous 2-4% goal. We plan to continue to focus on non-fuel O&M savings, supporting electric load growth across	our California service area, reducing other pass-through costs, and efficient financing as we continue to drive improvements in our credit profile. Moving forward, we will continue to prioritize investment grade ratings to reduce borrowing costs, which in turn deliver financing cost savings for our customers. As ever, we will continue to plan conservatively. Our five-year financial plan is built to deliver earnings per share growth of “9% plus” through 2030 without the need for any additional external equity financing. In December, we announced an increase in our annual common dividend per share from 10 cents to 20 cents, doubling our payment and bringing our payout ratio to 13% of our 2025 non-GAAP core earnings per share. This keeps us on track to reach our 20% by 2028 payout target. Every day, our team wakes up with one purpose: to deliver warmth in the cold and light in the dark—safely and affordably. We strive to earn trust through our continued progress. Thank you for giving us the opportunity to share our performance as we write the next chapter of our story. Leading with Love,


	Kerry W. Cooper Chair of the Board PG&E Corporation	Patricia K. Poppe CEO PG&E Corporation




Internet	Phone	Proxy Card by Mail	2026 Annual Meeting


			PG&E Corporation \| Pacific Gas and Electric Company
April 9, 2026


Inclusion and Belonging Pillars
Culture			Create an environment where every coworker experiences joy and belonging.
Career			Build a diverse and engaged workforce, supporting equity and zero talent outages.
Community			Support the diverse hometowns we serve.
Customer			Embed inclusion and belonging into how we serve our customers.



			We create opportunity with PG&E PowerPathway™, a nationally acclaimed workforce development program designed to help prepare individuals for careers in the construction and energy industry. PowerPathway provides a combination of classroom and hands-on learning in partnership with local community-colleges, trade schools and workforce development boards. In 2025, PowerPathway celebrated 18 years delivering programs for our Bay Area, Central Coast, and Sacramento/North Valley regions. Upon completion, and since its 2008 inception, PowerPathway has delivered 61 signature programs through our hometowns resulting in 1,380 graduates, of whom 87% were hired by PG&E.


			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, about one in eight electric vehicles in the nation plugs into PG&E’s grid and we are actively helping customers adopt clean energy products through tools, resources, and programs. We are also partnering with a broad spectrum of stakeholders to create a pathway to a more equitable and affordable energy future.



						Community support We support our hometowns through charitable giving programs, coworker donations and matching gift donations. Our coworkers also volunteered more than 52,000 hours in their communities while supporting 330 PG&E sponsored volunteer events throughout our service territory.


The PG&E Corporation Foundation

More than $9.3 million in total contributions from PG&E coworkers, retirees, and matching gifts from The PG&E Corporation Foundation to nearly 5,000 non-profit organizations and schools.
PG&E and Foundation

$36.6 million in charitable giving from PG&E and The PG&E Corporation Foundation to non-profit organizations and schools.


			Wildfire safety
			PG&E has taken a stand that catastrophic wildfires shall stop. In 2025, we met or exceeded all 551 of our Wildfire Mitigation Plan (WMP) commitments as we continued to focus on improvements in system hardening, vegetation management, system inspections and monitoring, and modeling capabilities.



(1) We met two commitments subject to external factors, which are exceptions based on reasonable circumstances that may impact execution such as landholder refusals and environmental delays.



(1) Based on an evaluation of the effectiveness of EPSS under conditions of elevated likelihood of destructive fire outcomes (R3 Fire Potential Index rating). (2) The HFRA informs the geographic scope of PSPS events by identifying areas in PG&E service territory where existing or future overhead electrical infrastructure could be the source of an ignition that, during a hazardous offshore wind event, results in a catastrophic fire. HFTDs are areas identified by the CPUC where there is an elevated wildfire risk.


			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 exposure to flooding because of climate-driven changes in precipitation and sea-level rise. In 2024, we completed our first system-wide Climate Adaptation and Vulnerability Assessment which identifies potential climate change vulnerabilities of our assets and operations to projected future environmental conditions. The assessment supports PG&E in prioritizing adaptive actions needed to build a climate-resilient energy system. Community needs and preferences, especially for our most socially vulnerable customers, were identified in the assessment and will be considered as we make decisions about how to adapt the energy system to climate change. We are preparing our next assessment, which will be submitted to the CPUC in 2027.


Board Recommendation		What are you voting on? PG&E Corporation and the Utility each asks its respective shareholders to approve the 2026 director nominations. PG&E Corporation and Utility directors are elected to hold office until the 2027 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.
	Vote “FOR” Each Nominee


Director Nominee tenure ranges


Board Nominees
Independence		Representation


Board nominees at Corporation are independent under NYSE definitions	Board nominees at Utility are independent under NYSE definitions	Board nominees at Corporation are either women or racially and ethnically diverse	Board nominees at Utility are either women or racially and ethnically diverse


			Financial Performance
			PG&E’s physical layers of protection—including wildfire mitigation programs (e.g., system hardening and undergrounding), EPSS, PSPS, and situational awareness—are combining to make our system safer and more resilient in the face of evolving climate challenges. Additionally, management is focused squarely on earning the trust of our customers and owners by delivering customer bill affordability alongside consistent superior financial performance. PG&E’s plan is designed to sustain the high levels of capital investment required to deliver the service our hometowns deserve, and key elements of our strategy include sustainable operating cost savings, improved balance sheet health and pursuit of efficient financing opportunities.


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
		•	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 person transactions
		•	Guidelines and policies for risk management, and the allocation of specific risks to committees for oversight

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
		•	Management evaluation and officer succession planning
		•	Employment, compensation, and benefits policies and practices
		•	Human capital management

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


	Boards	Audit(1)	People & Compensation	Finance & Innovation	Sustainability & Governance	Safety & Nuclear Oversight(1)
Number of Meetings in 2025	7	8	5	5	4	7


(1)			Meetings of the Corporation and Utility committees are concurrent, and numbers reflect attendance for both committees.


Board and Committee Risk Oversight Responsibilities
Boards: Oversee risks associated with major investments and strategic initiatives						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



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
	•	Engage with ERGs to support the companies’ inclusion and belonging 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	•	Considers the balance of experience and skills when identifying Board nominees
	•	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 human capital management, including workforce planning and management succession
Finance and Innovation	•	Approves capital budgets and investments in zero-carbon technologies and grid modernization



Annual Review			At the first meeting of each year, each company’s Audit Committee reviews, approves, and/or ratifies related person transactions (other than the types of transactions that are excluded from disclosure under Item 404(a)) with values exceeding $10,000 in which either company participates and in which any “Related Person” has a material direct or indirect interest. For these purposes, “Related Person” includes (1) any director, nominee for director, or executive officer, (2) holders of greater than 5 percent of that company’s voting securities, and (3) those parties’ immediate family members.




Periodic Review			After the annual review and approval of related person transactions, if either company wishes to enter into a new related person transaction, then that transaction must be either pre-approved or ratified by the applicable Audit Committee. If a transaction is not ratified in accordance with the Policy, management will make all reasonable efforts to cancel or annul that transaction.
			Where it is not practical or desirable to wait until the next Audit Committee meeting to obtain approval or ratification, the Chair of the applicable Audit Committee may elect to approve a particular related person transaction. If the Chair of the applicable Audit Committee has an interest in the proposed related person transaction, then that transaction may be reviewed and approved by another independent and disinterested member of the applicable Audit Committee. In either case, the individual approving the transaction must report such approval to the full Audit Committee at the next regularly scheduled meeting.

When reviewing any related person transaction, the Audit Committees consider whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, and whether the transaction is inconsistent with the best interests of the companies and their shareholders. The Policy also requires that each Audit Committee disclose to the respective Board any material related person transactions. Since January 1, 2025, all related person transactions have been approved or ratified by the applicable Audit Committee in accordance with this Policy.


Annual Retainer(1)	Per Quarter(1)	Annual
Non-Employee Directors(2)	$32,500	$130,000
Corporation Chair of the Board	$22,500 additional	$90,000 additional
Utility Chair of the Board(2)	$8,750 additional	$35,000 additional
Committee Chair Additional Retainers
Audit Committees(2)	$7,500	$30,000
People and Compensation Committee	$5,000	$20,000
Safety and Nuclear Oversight Committees	$5,000	$20,000
Finance and Innovation Committee	$5,000	$20,000
Sustainability and Governance Committee	$5,000	$20,000


(1)			Amounts shown are effective as of the end of 2025. Mid-year retainer changes are noted in the 2026 Director Compensation table below.
(2)			No additional retainer, equity award, or per-meeting fee will be paid by the Utility for any quarter during which the director is paid a retainer, equity award, or per-meeting fee from the Corporation for the same role.


Name	Fees Earned Or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	All Other Compensation ($)	Total ($)
Rajat Bahri	125,000	179,987	0	0	304,987
Cheryl F. Campbell	172,500	179,987	0	0	352,487
Edward G. Cannizzaro	125,000	179,987	0	0	304,987
Kerry W. Cooper	210,000	289,987	0	0	499,987
Leo P. Denault (4)	108,667	179,987	0	0	288,654
Jessica L. Denecour	145,000	179,987	0	0	324,987
Mark E. Ferguson III	145,000	179,987	0	0	324,987
W. Craig Fugate	125,000	179,987	0	0	304,987
Arno L. Harris	125,000	179,987	0	0	304,987
Carlos M. Hernandez	125,000	179,987	0	0	304,987
John O. Larsen (5)	78,187	179,987	0	0	258,174
Michael R. Niggli (6)	47,143	0	0	0	47,143
William L. Smith	145,000	179,987	0	0	324,987
Benjamin F. Wilson	155,000	179,987	0	0	334,987


Name	Beneficial Stock Ownership(1)(2)	Percent of Class(3)	Common Stock Equivalents(4)	Total
Rajat Bahri(5)	61,547	*	0	61,547
Cheryl F. Campbell(5)	63,946	*	0	63,946
Edward G. Cannizzaro(5)	20,745	*	0	20,745
Kerry W. Cooper(5)	50,283	*	8,148	58,431
Leo P. Denault(5)	6,300	*	7,162	13,462
Jessica L. Denecour(5)	60,020	*	0	60,020
Mark E. Ferguson III(5)	51,438	*	0	51,438
W. Craig Fugate(5)	58,378	*	0	58,378
Arno L. Harris(5)	73,241	*	0	73,241
Carlos M. Hernandez(5)	35,555	*	0	35,555
John O. Larsen(5)	7,500	*	0	7,500
Patricia K. Poppe(5)(6)	2,304,518	*	0	2,304,518
Sumeet Singh(5)(6)	241,186	*	0	241,186
William L. Smith(5)	231,789	*	0	231,789
Benjamin F. Wilson(5)	21,312	*	37,557	58,869
Carolyn J. Burke(6)	166,668	*	0	166,668
Jason M. Glickman(6)	134,920	*	0	134,920
Marlene M. Santos(6)	316,667	*	0	316,667
John R. Simon(6)	533,947	*	0	533,947
Stephanie N. Williams(6)	41,386	*	0	41,386
Alejandro T. Vallejo(6)	42,157	*	0	42,157
Ajay Waghray(6)	204,427	*	0	204,427
All PG&E Corporation directors, director nominees, and current executive officers as a group (22 persons)	4,836,786	*	52,867	4,889,653
All Utility directors, director nominees, and current executive officers as a group (20 persons)	4,027,315	*	52,867	4,080,182


Class of Stock(1)	Name and Address of Beneficial Owner(3)	Amount and Nature of Beneficial Ownership		Percent of Class
Pacific Gas and Electric Company stock(2)	PG&E Corporation(4) 300 Lakeside Drive Oakland, CA 94612	264,374,809		96.2%
PG&E Corporation common stock	BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	178,042,986	(5)	8.1%
PG&E Corporation common stock	FMR LLC 245 Summer Street, Boston, MA 02210	132,160,040	(6)	6.0%
PG&E Corporation common stock	Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199	118,822,231	(7)	5.4%
PG&E Corporation common stock	State Street Corporation One Congress Street, Suite 1 Boston, MA 02114	114,004,068	(8)	5.2%
Pacific Gas and Electric Company first preferred stock	Stonehill Capital Management LLC, et al. 320 Park Avenue, 26th Floor, New York, New York, 10022	816,943	(9)	7.9%


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 2025 to the companies’ 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.
	Vote “FOR”


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 2025 NEOs, who are listed below. Please note that for 2025, three individuals concurrently served as principal executive officers (PEOs) of the Utility: Mr. Glickman, Ms. Santos, and Mr. Singh. As of January 1, 2026, Mr. Singh serves as the sole PEO of the Utility.
	1. Executive Summary	45
	2. Compensation Design	48
	3. Compensation Governance	52
	4. 2025 Compensation Decision and Outcomes	59
	5. 2026 Compensation Structure	68
	6. Additional Information	69


(1)			Effective January 1, 2026, the Utility Board elected Mr. Singh to Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery. Mr. Singh will serve as the sole Principal Executive Officer of the Utility for 2026. Also, effective January 1, 2026, the PG&E Corporation and Utility Boards elected Mr. Glickman as Executive Vice President, Strategy and Growth, and Ms. Santos as Executive Vice President, Enterprise Transformation Office.
(2)			Also served as NEOs of PG&E Corporation during 2025.
(3)			The Boards elected Mr. Vallejo as Executive Vice President and Chief People Officer, effective September 30, 2025.
(4)			As of December 31, 2025, also held these positions at PG&E Corporation, although do not have NEO status at PG&E Corporation.
(5)			Also served as Vice President and Controller of PG&E Corporation during 2025.


						Continued progress on wildfire risk mitigation, with a fourth consecutive year of zero major fires. Additionally, for long-term wildfire risk reduction, we have buried over 1,200 miles of powerlines in the highest fire-risk areas, installed 698 AI-enabled wildfire cameras, and added more than 1,600 sectionalizing devices to narrow the impact of wildfire safety outages.
						Delivered strong financial performance. In 2025 the quarterly dividend payment was increased. PG&E Corporation also delivered GAAP EPS of $1.18, representing 3% growth over 2024 and non-GAAP core EPS of $1.50, representing 10.3% growth over 2024.
						A fifth reduction in residential bundled customer rates in two years as of March 2026, resulting in a reduction of 13% since January 2024, with the typical customer paying about $25 less per month.
						A third consecutive year of achieving several hundred million dollars of operating cost savings, for a total of $1.4 billion in capital savings from 2023-2025 with $560 million coming from Inspections, New Business and Bundling.


We do...		We do not...
	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 coworkers, such as for one-time relocation expenses upon hire.
	Engage with stakeholders \| Ongoing discussions with key institutional investors and regulators, including on the topic of compensation.		Permit hedging or pledging \| Our policy prohibits hedging and pledging of either company’s stock.
	Require meaningful ownership \| Executives subject to stock ownership and retention requirements.		Reprice stock options \| Any repricing would require advance shareholder approval.
	Engage an independent consultant \| The People and Compensation Committee engages an independent consultant and annually assesses independence.		Provide additional executive service credits \| No granting of additional service under the Supplemental Executive Retirement Plan or Defined Contribution Executive Supplement Retirement Plan.
	Operate clawback provisions \| All incentive compensation and severance for certain officers is subject to clawback or recoupment, with provisions beyond those required by the listing exchange.		Pay unearned dividends \| No dividends or dividend equivalents are paid on unvested equity awards.
	Have a double trigger \| Change in control severance requires a change in control and involuntary termination (includes constructive termination for good reason).		Provide excessive benefits or perquisites \| Benefits and perquisites are limited, and do not exceed market norms unless necessitated due to identified security concerns and at the directive of the PG&E Corporation Board.


Requirement(1)			How We Achieve This(2)
Compensation should be structured to promote safety as a priority and to ensure public safety.			•Incentive plan metrics are weighted toward customer and workforce welfare, placing a priority on public safety. •All LTIP 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.
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.			•PSU metrics promote customer experience and public safety.
Compensation should be structured to promote utility financial stability.			•Incentive plan metrics collectively promote customer, public, and workforce safety, thus contributing indirectly to financial stability. •The STIP metrics include core earnings per share and operating cash flow, which are key measures of financial health and indicators of financial stability. •All equity compensation is subject to changes in stock price. Additionally, PSUs are subject to a financial or relative TSR metric that reduces payouts if our relative returns lag those of other peer utilities.
Incentive compensation should be based on meeting performance metrics that are measurable and enforceable.			•Incentive plan metrics are designed to be objective, measurable, enforceable, and auditable. •Metrics are predominantly outcome-based, focused on end results rather than operational activity or effort.


Requirement(1)			How We Achieve This(2)
Guaranteed cash compensation should be limited, with the primary portion of executive officers’ compensation based on the achievement of objective performance metrics.			•Compensation structure emphasizes at-risk, performance and/or stock-based variable pay, making up an average of 74% of all NEO target compensation in 2025. •STIP awards are based entirely on the achievement of quantitative performance metrics, prior to the application of any individual performance modifier. •PSUs are aligned with shareholders and are performance-based through the application of performance metrics that determine the level of any payout.
The compensation structure must not include any guaranteed monetary incentives.			•Short- and long-term incentives are at risk through the application of performance measures and/or share price exposure. •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.			•LTIP 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.			•Since 2022, executive officers are not eligible to receive stipends.


2025 Performance Metric	Short-Term	Long-Term	Why This Matters
Safety
Weather-normalized CPUC-reportable fire ignitions rate	l		Public safety measure of the results of work to mitigate wildfire risk and reduce the overall number of wildfires in high fire-threat districts (HFTD) and high-fire risk areas (HFRA).
Quality pass rate	l		Public safety index measure of the quality of wildfire mitigation inspection programs in vegetation management.
Total gas dig-in rate	l		Public safety measure of the results of work to mitigate the risk of loss of containment from underground gas transmission and distribution facilities.
Diablo Canyon Power Plant (DCPP) reliability and safety indicator	l		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	l		Public safety measure of the results of work to mitigate the risk of large uncontrolled water release.
Serious injury actual count	l		Workplace measure of safety effectiveness, covering coworkers, contractors, and our community.
System hardening effectiveness		l	Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires.
Electric corrective maintenance in HFRA		l	Public safety and reliability measure assessing actions taken to reduce the risk of catastrophic wildfires.
Customer experience
Customers experiencing five or more sustained interruptions (planned and unplanned) (CEMI-5)	l		Customer experience measure that promotes system reliability.
Customer transaction score	l		Customer experience measure that promotes service quality and accountability.
System average interruption duration index (SAIDI)		l	Customer experience measure that promotes system reliability.