PG&E Corp DEF 14A, filed Apr 4, 2024

PG&E Corp (PCG)

DEF 14A 2024-04-04 For: 2024-05-16

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Added on June 12, 2026

About this DEF 14A

PG&E Corp filed this DEF 14A on April 4, 2024.

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			Preliminary Proxy Statement
			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material under §240.14a-12


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JOINT NOTICE OF 202 4 ANNUAL MEETINGS OF SHAREHOLDERS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY			1
EXECUTIVE SUMMARY			2
P ROPOSAL 1: E LECTION OF DIRECTORS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY			14
Director Biographies			15
Governance			25
Operations			28
Oversight			31
Related Person Transactions			34
Compensation of Non-Employee Directors			35
Share Ownership Information			38
P ROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION FOR PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY			42
Compensation Committee Report			43
Compensation Discussion and Analysis			44
Executive Officer Compensation			72
P ROPOSAL 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			93
Report of the Audit Committees			93
U SER GUIDE			97
Defined Terms			97
Website Availability of Governance Documents			99
General Information about the 2024 Annual Meetings and Voting			100
2025 Annual Meetings			104


Sincerely, Robert C. Flexon Chair of the Board PG&E Corporation			Patricia K. Poppe Chief Executive Officer PG&E Corporation

(1) “PG&E” or “companies” refer to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the “Utility.”
(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.



Voting Your Shares — Your Vote is Extremely Important
The deadline to vote is: 11:59 p.m. Eastern Time on May 15, 2024, or 11:59 p.m. Eastern Time on May 13, 2024, if you are a participant in PG&E’s 401(k) Plan.

Internet	Phone	Proxy Card by Mail	2024 Annual Meeting


			PG&E Corporation Pacific Gas and Electric Company
April 4, 2024 Dear Shareholders,


Today at PG&E(1) we're focused on continuing to rebuild trust with our customers, our shareholders, and all our stakeholders through safe operations, predictable financial performance, and innovation in building a climate-resilient energy system for the future. Our performance in 2023 shows that we are delivering on our goals and our Triple Bottom Line approach of serving People, the Planet, and California’s Prosperity. For example, we’ve reduced wildfire risk from our equipment by 94% with what we call our layers of protection.(2) These include burying powerlines in the highest fire threat areas, system hardening including covered conductor, vegetation management, system inspections, and repairs. When conditions warrant, we activate our Enhanced Powerline Safety Settings that turn off power in a tenth of a second when an object comes into contact with our lines. As a last resort, we employ our Public Safety Power Shutoff program.						On behalf of our 28,000 PG&E coworkers, we’re glad to have you on our journey as we write the next chapter of our story.

In 2023, we constructed and energized 364 miles of underground powerlines—surpassing our goal of 350 miles and representing the most ever in a single year by PG&E and more than double the number of miles undergrounded in 2022. We successfully scaled the work, leading to a decrease in our unit cost to below $3 million per mile, 10% lower than our 2023 target. Our Gas Operations and Diablo Canyon Power Plant continue their exemplary performance. We provided over 99% reliability in gas service for our customers last year. At Diablo Canyon, a cornerstone of electric reliability in California, we received regulatory approval to continue operating past its current licenses while our application to extend operations is under review. We also continued our pursuit of a clean energy future. In 2023, we provided PG&E retail customers with 100% greenhouse-gas free electricity—an electricity mix that is among the cleanest portfolios in the world. We deployed our first fully renewable remote grid, protecting customers in a high-fire threat area with a safe, cost-effective, and clean solution. We reduced emissions from our natural gas pipelines by 20% two years ahead of schedule and connected multiple renewable natural gas supply locations to our pipelines. Additionally, we issued our 2023 Research & Development Strategy Report and hosted our first-ever Innovation Summit to invite innovators to help us solve the challenges we face in building the energy system of the future. As a result, we’re excited to be exploring dozens of solutions that further accelerate our progress. Across our company, our Lean operating system continues to drive savings system-wide and helps us better deliver for our hometowns. This business approach focuses on greater visibility and ownership where the work is happening, allowing us to get more done with our customers’ dollars without compromising safety. Lean is one of the tools we’re using to drive toward our long-term goal of limiting customers’ bill growth to 2-4%. Last November, the California Public Utilities Commission approved our 2023-2026 General Rate Case to fund important safety and reliability investments for our customers and hometowns. While our customers have seen a larger bill increase initially, after 2024 we expect to see bills coming down and expect further reductions in 2026. In late 2023, PG&E Corporation declared a cash dividend on its common stock for the first time since 2017. Reinstating the common dividend, which does not impact customer rates or bills, reflects PG&E's substantial progress in becoming a safe and stable utility that can now attract more long-term investors. We continue to invest the vast majority of our earnings back into our energy system. We're proud of our progress in 2023, and we know we have much more to do to rebuild trust with all stakeholders. We remain steadfast in our work to deliver energy that is safe and reliable for the People we serve, that supports a healthy Planet for all, and that fosters Prosperity in our hometowns throughout Northern and Central California. On behalf of our 28,000 PG&E coworkers, we’re glad to have you on our journey as we write the next chapter of our story.


Brian M. Wong Corporate Secretary PG&E Corporation Pacific Gas and Electric Company April 4, 2024
						IMPORTANT NOTICE OF AVAILABILITY OF 2024 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 4, 2024. The Joint Proxy Statement and 2023 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.


Named Executive Officers Core Pay Components (2023)


Base Salary	Short-Term Incentive	Long-Term Incentive
Fixed pay to attract and retain talent; takes account of scope, performance, and experience	Variable pay to incent and recognize performance in areas of short-term strategic importance	Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders


			Diversity Matters:			PG&E has a workforce that reflects the hometowns we serve.
			Equity Delivers:			PG&E removes barriers to level the playing field for all coworkers.
			Inclusion Bonds:			All coworkers and their ideas matter at PG&E.
			Belonging Sustains:			Coworkers are known, valued, respected, supported and connected.


We have built strong Diversity, Equity, Inclusion, and Belonging (DEIB) programs that foster a diverse, equitable, and inclusive culture and workforce.

Our workforce offers diverse perspectives			Our coworkers represent five generations, most of whom are Millennials, Gen X, and Boomers1


			Delivered 12 monthly all-coworker DEIB in Action learning series to build foundational knowledge and awareness of Diversity, Equity, Inclusion, and Belonging fundamentals and concepts. Learning series were facilitated by subject matter experts and covered topics ranging from microaggressions and micro-affirmations, bystander intervention, inclusive language in the workplace, and empathy in the workplace.
			Supported 15 Employee Resource Groups (ERGs) and Engineering Network Groups (ENGs) that hosted 160+ events. The discussions ranged from professional development series to intersectional presentations on identity and bias, some featuring members of our Boards of Directors.
			Awarded over 93 scholarship awards totaling nearly $132,000 through scholarships created by our ERGs and ENGs. The winners received awards ranging from $750 to $6,000 for exemplary scholastic achievement and community leadership.
			Won 14 external awards for diversity and Inclusion in the workplace. Our CEO Patti Poppe was recognized as one of the top 50 CEOs for Diversity at the Diversity and Leadership Conference. We also were recognized by HIRE Vets Gold Medallion 2023 as one of the top employers for veterans and received a Disability Equality Index score of 100 for the ninth consecutive year by DisabilityIN. In 2023, 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.



(1) Generational data refers to "Millennials" for individuals born between 1981-1996, "Gen X" between 1965-1980, and "Boomers" between 1946-1964.



			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 an average of eight weeks of training. In 2023, 98 percent of our PowerPathway graduates were hired by PG&E. We celebrated the 16th year of the PowerPathway program. More than 1,100 Californians have completed the program since its inception in 2008.



			Our Commitment: Helping to Heal the Planet PG&E is committed to helping to heal the planet through a pledge to achieve:


Select Awards and Recognitions in 2023


			70,000 SQUARE MILES Service area
			16 MILLION Customers served



			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 six solar rooftops in the country is in PG&E’s service area, and about one in seven 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.



									COMMUNITY SUPPORT We support our hometowns through charitable giving programs and coworker donations and matching gift donations. Our coworkers also volunteered more than 35,000+ hours in their communities while supporting 206 PG&E-sponsored volunteer events throughout our service territory.
The PG&E Corporation Foundation

More than $8.8 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

$25.6 million in charitable giving from PG&E and The PG&E Corporation Foundation to non-profit organizations and schools.



(1) We met one commitment with external factors, which represent reasonable circumstances that may impact execution such as landholder refusals and environmental delays.


A Game-Changing Commitment: Miles of powerlines undergrounded or planned



(1) 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. (2) HFTD Tier 2 consists of areas on the CPUC's Fire-Threat Map where there is an elevated risk for destructive utility-associated wildfires. HTFD Tier 3 consists of areas where there is an extreme risk for destructive utility-associated wildfires.


Board Recommendation		What are you voting on? PG&E Corporation and the Utility each asks its respective shareholders to approve the 2024 director nominations. PG&E Corporation and Utility directors are elected to hold office until the 2025 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


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 (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


	Boards	Audit(3)	People & Compensation	Finance & Innovation	Sustainability & Governance	Safety & Nuclear Oversight(3)
Number of Meetings in 2023	8	8	6	5	4	7
Attendance	Corp: 94% Utility: 91%	98%	96%	100%	100%	100%


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


We value our shareholders’ views and maintain an open and constructive dialogue with shareholders throughout the year. In 2023, activities included: •Outreach to and meetings with our largest institutional investors •Engagement at industry investor and other conferences •Quarterly earnings calls and live Q&A •Investor Day and hosted on-site meetings Discussion topics with our shareholders included wildfire risk reduction, climate change strategy, governance practices, and executive compensation.


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


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


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, 2023, all related person transactions have been approved or ratified by the applicable Audit Committee in accordance with this Policy.


Annual Retainer (effective as of the end of 2023)	Per Quarter(1)	Annual(1)
Non-Employee Directors(2)	$30,000	$120,000
Corporation Chair of the Board	$20,000 additional	$80,000 additional
Utility Chair of the Board(2)	$5,000 additional	$20,000 additional
Committee Chair Additional Retainers
Audit Committees(2)	$7,500	$30,000
People and Compensation Committee	$5,000	$20,000
Safety and Nuclear Oversight (SNO) Committees(2)	$5,000	$20,000
Finance and Innovation Committee(3)	$5,000	$20,000
Sustainability and Governance Committee(3)	$5,000	$20,000


(1)			Amounts shown are effective as of the end of 2023. Mid-year retainer changes are noted 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.
(3)			Retainer increased on July 1, 2023 from $3,750 per quarter and $15,000 per year, to $5,000 per quarter and $20,000 per year.


Non-Employee Director Stock-Based Compensation; Compensation Limits


Name	Fees Earned Or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	All Other Compensation ($)	Total ($)
Rajat Bahri	120,000	179,986	0	0	299,986
Cheryl F. Campbell	160,000	179,986	0	0	339,986
Edward G. Cannizzaro(4)	102,000	179,986	0	0	281,986
Kerry W. Cooper	120,000	179,986	0	0	299,986
Jessica L. Denecour	137,500	179,986	0	0	317,486
Mark E. Ferguson III	140,000	179,986	0	0	319,986
Robert C. Flexon	200,000	279,995	0	0	479,995
W. Craig Fugate	120,000	179,986	0	0	299,986
Arno L. Harris	120,000	179,986	0	0	299,986
Carlos M. Hernandez	120,000	179,986	0	0	299,986
Michael R. Niggli	120,000	179,986	0	0	299,986
William L. Smith	137,500	179,986	0	0	317,486
Benjamin F. Wilson	150,000	179,986	0	0	329,986


Name	Beneficial Stock Ownership(1)(2)	Percent of Class(3)	Common Stock Equivalents(4)	Total
Rajat Bahri(5)	37,813	*	0	37,813
Cheryl F. Campbell(5)	43,317	*	0	43,317
Edward G. Cannizzaro(5)	0	*	0	0
Kerry W. Cooper(5)	17,055	*	10,379	27,434
Jessica L. Denecour(5)	37,813	*	0	37,813
Mark E. Ferguson III(5)	37,813	*	0	37,813
Robert C. Flexon(5)	69,420	*	0	69,420
W. Craig Fugate(5)	37,813	*	0	37,813
Arno L. Harris(5)	46,288	*	0	46,288
Carlos M. Hernandez(5)	11,532	*	0	11,532
Michael R. Niggli(5)	26,781	*	11,532	38,313
Patricia K. Poppe(5)(6)(8)	1,574,777	*	0	1,574,777
Sumeet Singh(5)(7)(8)	97,494	*	0	97,494
William L. Smith(5)	211,224	*	0	211,224
Benjamin F. Wilson(5)	11,532	*	26,281	37,813
Carolyn J. Burke(8)(9)	12,695		0	12,695
Julius Cox(8)(10)	17,283	*	0	17,283
Christopher A. Foster(8)(11)	48,239	*	0	48,239
Jason M. Glickman(8)	152,400	*	0	152,400
Marlene M. Santos(8)	322,761	*	0	322,761
John R. Simon(8)	349,876	*	160	350,036
David Thomason(8)(12)	1,240	*	0	1,240
Stephanie Williams(8)(13)	57,956	*	0	57,956
Adam L. Wright(8)(14)	0	*	0	0
All PG&E Corporation directors, director nominees, and current executive officers as a group (22 persons)	3,238,536	*	48,352	3,286,888
All Utility directors, director nominees, and current executive officers as a group (20 persons)	2,903,154	*	48,192	2,951,346


Class of Stock(1)	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Pacific Gas and Electric Company stock(2)	PG&E Corporation(3) 300 Lakeside Drive Oakland, CA 94612	264,374,809		96.2%
PG&E Corporation common stock	The Vanguard Group Inc. 100 Vanguard Blvd., Malvern, PA 19355	267,696,522	(4)	12.5%
PG&E Corporation common stock	Capital International Investors 333 South Hope Street, 55th Floor, Los Angeles, CA 90071	117,905,434	(5)	5.5%
PG&E Corporation common stock	FMR LLC 245 Summer Street, Boston, MA 02210	174,799,750	(6)	8.2%
PG&E Corporation common stock	BlackRock, Inc. 55 East 52nd Street, New York, NY 10055	167,140,614	(7)	7.8%
PG&E Corporation common stock	State Street Corporation 1 Congress Street, Suite 1 Boston, MA 02113-2016	109,265,391	(8)	5.1%
PG&E Corporation common stock	JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179	121,788,400	(9)	5.7%
Pacific Gas and Electric Company first preferred stock	Stonehill Capital Management LLC, et al. 320 Park Avenue, 26th Floor, New York, New York, 10022	921,694	(10)	8.9%


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 2023 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"