Overview of Board Nominees – Board Membership Selection
Board Membership Selection
The selection of qualified, engaged Directors, with sufficient time to devote to PSEG and diverse skills, viewpoints and experiences is critical to our success and the long-term interests of our stockholders. The Governance Committee considers the mix of qualifications of Board members, evaluates prospective nominees, and recommends candidates to the Board. The Board’s evaluation is focused on the strategic needs of the Company and the composition of the Board. Our Director search process includes emphasis on the candidates’ business judgment, financial and accounting expertise, ties to our service territory, nuclear experience, diversity characteristics, intellectual curiosity, and external time commitments.
Board Selection Criteria and Qualifications
DIVERSITY OF SKILLS, EXPERIENCE, GENDER, RACE AND ETHNICITY. The Governance Committee considers the need for diversity in background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities, gender, race and ethnicity, as well as other traits desirable for an optimal combination of qualified individuals.
TIME TO DEVOTE TO BOARD SERVICE. The Governance Committee also considers the amount of time that a candidate will likely have to devote to the duties required of a Director. For more information on the PSEG policy for Directors’ outside time commitments, see “Outside Time Commitments” on page 21.
REVIEW OF POTENTIAL CONFLICTS. Prior to a Director accepting an invitation to serve as a director of another company, the Governance Committee or its Chair reviews potential conflicts, including the relevant details of any new position of a Director, and determines the continued appropriateness of Board membership.
INDEPENDENCE. A majority of the Board must consist of Independent Directors in accordance with our Corporate Governance Principles and NYSE requirements.
NOMINEES FOR DIRECTOR
Set forth on the following pages is important information about our Director nominees.
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES BELOW.
12 PSEG 2025 Proxy Statement
Corporate Governance – Board and Committee Meetings and Attendance
Board and Committee Meetings and Attendance
In 2024, the Board met seven times, including five regular meetings, one session devoted to strategy, and one special meeting. The PSE&G Board met seven times, including five regular meetings, one session devoted to strategy, and one special meeting. During 2024, each incumbent Director attended at least 75% of the aggregate number of meetings of the Board and the committees on which the Director served. All of our 2024 nominees for election at the Annual Meeting of Stockholders attended the meeting.
Our Corporate 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.
Outside Time Commitments
The experience gained through other directorships provides our Board with a breadth of valuable knowledge and insight. At the same time, too many other directorships can interfere with a Director’s ability to perform their responsibilities to the Company. Directors must notify the Secretary in the event they intend to join the board of any other entity (e.g., public, private, or not for profit), and the Governance Committee must approve any opportunity for a Director to join a public company’s board. As part of the nomination process, the Governance Committee annually reviews all Director time commitments, including outside employment, all boards (e.g., public, private, or not for profit), and board leadership positions to determine whether such commitments compromise the Director’s effectiveness as a member of the Board. All of our nominees have successfully balanced other demands on their time and attention in meeting their obligations to PSEG.
See our Corporate Governance Principles for our policy for Directors serving on other public company boards, specifically: (1) for Directors who are executive officers of any company, a limit of two total public company board memberships (inclusive of PSEG); and (2) for all other Directors, a limit of four total public company board memberships (inclusive of PSEG). Board leadership positions and concurrent service on boards of a public company and its wholly owned subsidiary (e.g., PSE&G) do not count towards these numerical limits. All of our Directors are in compliance with these numerical limits on outside public company board memberships.
Board Committees
Our Board has six standing committees: Audit; Executive; Finance; Governance Committee; Industrial Operations (IOC); and 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, a review of its charter, and a review to determine if it met its charter obligations during the preceding calendar year.
The Executive Committee consists of the Chair of the Board, the Lead Independent Director, and at least one additional Independent Director. The authority of the Executive Committee is set forth in our By-Laws. Except as otherwise provided by law, the Executive Committee has and may exercise all the authority of the Board when the Board is not in session. This committee meets only if it is impracticable to convene the full Board. The Executive Committee did not meet in 2024.
The committee charters and our By-Laws are posted on our website:
corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions.
PSEG 2025 Proxy Statement 21
Corporate Governance – Board Oversight of Cybersecurity
Board Oversight of Cybersecurity
To reduce the likelihood and severity of cybersecurity incidents, we established a comprehensive cybersecurity program designed to protect and preserve the confidentiality, integrity, and availability of our technology systems and business operations more broadly.
The Board, IOC, Audit Committee, and senior management receive frequent reports on: personnel and resources to monitor and address cybersecurity threats, technological advances in cybersecurity protection, rapidly evolving cybersecurity threats that may affect us and our industry, cybersecurity incident response, and applicable cybersecurity laws, regulations, and standards, as well as collaboration with intelligence and enforcement agencies and industry groups, to assure timely threat awareness and response coordination. In addition, risks associated with cybersecurity incidents, or potential incidents, are escalated by senior management promptly to the Board outside of regularly scheduled meetings, if and as appropriate.
Our cybersecurity program focuses on:
Governance:
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Board Oversight: The Board’s IOC holds the primary responsibility, as enumerated in its charter, of overseeing the Company’s cybersecurity program and assessing overall compliance through active, independent, and critical oversight. Cybersecurity is a standing agenda item at each IOC meeting, which includes discussion on operational technology (OT) and information technology (IT) cyber risks, cybersecurity updates from the CISO and/or CIDO, and reviews of a corporate cybersecurity scorecard and other performance indicators. In addition, the IOC meets with the CISO in Executive Session. |
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Cybersecurity Council: Comprised of members of senior management and meets at least six times annually to receive reports on the state of PSEG’s cybersecurity program, provide guidance on the strategic direction of the program, and discuss emerging cybersecurity issues, and review the cybersecurity scorecard to measure performance of key risk indicators. The Cybersecurity Council ensures that senior management, and ultimately, the Board, is given the information required to exercise proper oversight over cybersecurity risks and that escalation procedures are followed. |
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Management Responsibility: The CIDO has overall management responsibility for cybersecurity, including the assessment and management of material risks to the Company from cybersecurity threats. |
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Documentation: Documented corporate practices provide that, delineated cybersecurity incidents, or potential incidents, must be escalated promptly to senior management. |
Risk Management and Strategy:
Training and Awareness: Providing mandatory annual cybersecurity training for all personnel with network access and additional education for personnel with access to industrial control systems and/or customer information systems; and conducting phishing exercises with progressive consequences for failures. Employees also receive periodic cybersecurity awareness messages and each October, in recognition of Cybersecurity Awareness Month, are invited to presentations from internal and external cyber experts covering diverse cyber topics.
Technical Safeguards: Managing controls to protect our network perimeter, internal IT and OT environments, such as internal and external firewalls, network intrusion detection and prevention, penetration testing, vulnerability assessments, threat intelligence, endpoint security, and access controls.
Incident Response Plan: Maintaining and periodically updating a cyber incident response plan that addresses the life cycle of a cybersecurity incident from a technical perspective (i.e., detection, response, and recovery), and a data breach response (with a focus on external communication/disclosure and legal compliance); and conducting regular tabletop exercises to test plan effectiveness (both internally and through external exercises).
Mobile Security: Maintaining controls to prevent loss of data through mobile device channels.
Ongoing Assessment: Daily assessments from cyber professionals on material risks from cybersecurity threats.
Engagement of Nth Parties: Engaging Nth parties (third parties and other business relationships, including fourth parties, etc.), such as cybersecurity service providers, risk management firms, and external legal counsel, to assess material risks from cybersecurity threats and assess our internal incident response preparedness and cyber posture, support incident response, conduct tabletop exercises, and comply with applicable laws and regulations.
Nth Party Service Provider Management: Maintaining a risk-based vendor management program, including robust cybersecurity contractual provisions, vendor security assessments and, if appropriate, periodic audits.
Physical Security of Assets: Maintaining physical security measures to protect our OT systems, consistent with a defense in-depth and risk-tiered approach. Physical security measures may include access control systems, video surveillance, around-the-clock command center monitoring, and physical barriers (such as fencing, walls, and bollards). Additional features of PSEG’s physical security program include threat intelligence, insider threat mitigation, background checks, a threat level advisory system, a business interruption management model, and active coordination with federal, state, and local law enforcement officials.
PSEG 2025 Proxy Statement 27
Corporate Governance – Our People
Our People
Our corporate citizenship priorities of environmental sustainability, social justice and equity focus on creating a positive impact on the communities we serve. Through strategic partnerships and activities, charitable giving and in-kind donations, and a robust employee giving program, we have built a strong framework of holistic and purpose-driven investments in our diverse communities.
Corporate Social Responsibility: Our corporate giving aims to distinguish ourselves as a corporation that cares for the environment, as well as the social and economic empowerment of the communities it serves and in which our employees live or work. This is accomplished through community engagement with non-profit partners and strategic investment that are aligned with corporate goals. We support organizations, such as NJ SHARES, Conserve Wildlife Foundation of New Jersey and Acenda Integrated Health that assist the communities we serve through education and resources. In 2024, through corporate giving we funded over $4.4 million to organizations that allowed our leaders and employees to deepen our engagement with our communities.
The PSEG Foundation: The PSEG Foundation is a separate 501(c)(3) entity that is supported and fully funded by PSEG. Through strategic partnerships, the PSEG Foundation aims to support initiatives that drive toward achieving tangible, lasting results and constantly evolve to bring innovative solutions to the social challenges facing our world. In 2024, the PSEG Foundation awarded over $7.7 million to organizations aligned with these priorities and nearly $130 million over the past 25 years. This support includes grants through various programs including strategic partnerships, the Neighborhood Partners Program (NPP), and a robust employee-matching gift and volunteer grant program to help organizations that support thousands of individuals and families across the region.
NPP provides grant funding for community-based organizations and nonprofits that are in alignment with the PSEG Foundation’s three strategic pillars: environmental sustainability; social justice; and equity and economic empowerment. In 2024, the NPP reached a new milestone total of $1.2 million in available grant funds, a 20% increase from last year’s $1 million.
We also encourage charitable donations through our Power of Giving Program. Under this program, the PSEG Foundation matches donations from current and retired employees and Directors. In 2024, we matched over $500,000 in grants to over 600 nonprofits from over 1,000 employee, Director and retiree donations. Through the Volunteer Grant program, the PSEG Foundation contributed more than $65,000 in grants for 650 hours of employee volunteer time to 74 nonprofits including the NJ Taekwondo for Youth Foundation which empowers youth training and mentorship in Taekwondo.
Finally, PSEG maintains an Employee Crisis Fund to provide a source of relief to employees who are facing financial hardship due to their own or their immediate family member’s catastrophic event, life threatening illness or injury.
Human Capital Management: Our People
Our human capital management strategy is integrated with our overall business strategy. Our Values and strong culture of inclusion support our goal to attract, develop and retain a high performing, diverse workforce – one with the skillsets to succeed in a rapidly evolving environment.
As of December 31, 2024, the Company and its subsidiaries had 13,047 employees. Women constituted approximately 27% of our non-represented and 19% of our total workforce. People who are racially/ethnically diverse constituted approximately 34% of our non-represented and 30% of our total workforce, with the ethnicity for the total workforce breaking down as follows: 70% White or Caucasian; 12% Black or African American; 10% Hispanic or Latino; 6% Asian; and 2% Other, which includes Native Hawaiian or other Pacific Islanders or two or more races.
Labor Relations
Sixty percent of our workforce is represented by six unions under various collective bargaining agreements that cover wages, benefits and other terms and conditions of employment. Our current agreements with all six unions remain in place until 2027 and support our strategic objectives and business goals.
Board Oversight of Human Capital Management
The O&CC is responsible for the oversight of PSEG’s human capital management strategy and risks. On a regular basis, the O&CC is updated on our organizational and workforce priorities including culture and executive leadership succession. On at least an annual basis, the O&CC reviews the succession plans for the CEO and other key officers. The primary focus of this review is to evaluate our succession strategies to ensure we have a strong talent pipeline under different operating scenarios. The Board has regular and direct exposure to our executive leadership team and succession pipeline talent through topical presentations and talent engagement meetings, which are held throughout the year. It also reviews, approves and modifies, as necessary, our executive compensation policies, practices and plans; executive compensation payments and awards; and corporate goals and objectives relevant to compensation, including short and long-term incentive plans and other stock or stock-based incentive plans.
Safety metrics, such as Occupational Safety Health Administration (OSHA) recordable incident rate, OSHA days away from work rate, and serious injury incident rate, are regularly monitored and reported to executive leadership and the Board’s IOC.
PSEG 2025 Proxy Statement 29
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. 26), cybersecurity (see p. 27), political contributions (see p. 33) and executive compensation (see p. 43). Our Board exercises oversight, supported by each committee, as reflected in their charters.
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Audit Committee: ethics and compliance, financial reporting, internal controls, and related risks |
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Finance Committee: finance and investment risk, commodity/credit/liquidity, tax and pension risks |
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Governance Committee: sustainability practices and climate change, political contributions, and enterprise risk management |
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IOC: cybersecurity, physical security, environmental, and health and safety |
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O&CC: executive compensation, succession planning and other human capital management |
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 four new Independent Directors join our Board since April 2022. For more information, see pages 8-12.
Oversight of Political Contributions and Engagement Activities
The Company takes an active role in the political process by communicating with government agencies and officials, participating in trade associations and other tax-exempt organizations, making political contributions and expenditures, and engaging in other activities to advance the interests of PSEG and its stakeholders. Our goals are to contribute constructively to the formulation of public policy and develop relationships of mutual trust with public officials, regulators, customers, community and non-governmental organization leaders, industry and business colleagues, shareholders, and other important stakeholders. Our political spending is guided by these goals as well as our vision of a future where people use less energy, and the energy they use is cleaner, safer, and delivered more reliably than ever.
The Governance Committee oversees our political activities in accordance with our Corporate Political Participation Practice (Practice), which the Governance Committee reviews annually and may be found here: investor.pseg.com/sustainability/governance-overview/default.aspx. The Practice includes guidance on the following: employee interactions with government officials and agencies; political contributions and expenditures; and hiring candidates and/or suppliers with connections to political figures. The Practice incorporates several controls to ensure that our political activities adhere to applicable legal requirements as well as to our Company’s high ethical standards.
By way of example, our Practice includes controls around corporate contributions to social welfare organizations (501(c)(4)). All corporate contributions to such entities must be approved by the SVP – Corporate Citizenship and the EVP and General Counsel and undergo a review to confirm that such a contribution will not result in unreasonably adverse reputational or business risk. Within one business day of approving any 501(c)(4) contribution in excess of $250,000, the SVP - Corporate Citizenship must notify the Governance Committee of such approval, including the rationale for the contribution and its intended purpose. For any contribution under $250,000, the Governance Committee is notified at its next regularly scheduled meeting. Our controls have earned the Company the top recognition of “Trendsetter” in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability for two years in a row, which is the top level of the Index (above First Tier) that was achieved by only 103 companies of the S&P 500 in 2024.
Transparent 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: investor.pseg.com/sustainability/governance-overview/default.aspx
32 PSEG 2025 Proxy Statement
Director Compensation – How Our Directors Are Compensated
How Our Directors Are Compensated
As provided in our Corporate Governance Principles, Director compensation is reviewed periodically by the Governance Committee, which recommends approval to the Board. Our compensation to non-management Directors is benchmarked against our peer companies in order to be able to attract and retain high quality Board members. This compensation includes a cash retainer, RSUs and reimbursement for expenses for attending Board and committee meetings and related functions. Ralph A. LaRossa, who is compensated as our CEO does not receive any additional compensation for Board membership. His compensation as an employee is shown in this Proxy Statement in the executive compensation tables and in the Executive Compensation section. In accordance with PSEG’s Certificate of Incorporation, the Company provides indemnity and reimbursement of expenses to the full extent permitted by law and provides Directors’ and officers’ insurance.
The Independent Directors are compensated according to the schedule shown below. All amounts are paid in cash, except the equity grant, which is paid in common stock units equal to the amount shown. All payments to the Committee Chairs and Lead Independent Director, as indicated, are per assignment and are in addition to the annual retainer and equity grant. Directors receive no additional compensation for serving on the PSE&G Board.
Every two years, the O&CC engages its independent compensation consultant, CAP, to advise the Governance Committee on the competitiveness of Director compensation. Based on CAP’s review of peer company market data, the fee schedule was updated effective May 1, 2022. CAP conducted its most recent review of the fee schedule in September 2023 and determined no changes were necessary, as the pay levels aligned with the philosophy of targeting the peer median and pay practices were deemed to be in line with market practices.
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Current Fee Schedule ($) |
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| Annual Retainer |
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120,000 |
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| Annual Equity Grant |
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180,000 |
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| Lead Independent Director |
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40,000 |
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| Committee Chair: Audit; O&CC |
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30,000 |
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| Committee Chair: Governance; Finance; Industrial Operations |
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25,000 |
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Directors’ Stock Ownership Requirement
Our Corporate Governance Principles require that our Directors own shares of our common stock (including any restricted stock, whether or not vested, any stock units under the Directors’ Equity Plan and any phantom stock under the Directors’ Deferred Compensation Plan) equal to six times the annual retainer (which is currently $120,000 for a total required ownership level of $720,000) before they may sell any PSEG stock. The following Directors do not yet meet the stock ownership level: Jamie M. Gentoso and Valerie A. Smith, who both joined the Board in April 2022; Kenneth Y. Tanji, who joined the Board in September 2023; and Ricardo G. Pérez, who joined the Board in January 2024. Additional details can be found in the table under Security Ownership of Directors, Management and Certain Beneficial Owners on page 35.
Directors’ Equity Plan
The Directors’ Equity Plan is a deferred compensation plan and, under its terms, each of our outside Directors is granted an award of stock unit equivalents each May 1st (in an amount determined from time-to-time by the Board) which is recorded in a bookkeeping account in the Director’s name and accrues credits equivalent to the dividends on shares of our common stock. If a Director does not remain a member of the Board (other than on account of disability or death) until the earlier of the succeeding April 30th or the next Annual Meeting of Stockholders, the award for that year will be prorated to reflect actual service. Directors are fully vested in their annual equity grants by April 30th of the year following the grant. Distributions of all deferred equity under the Directors’ Equity Plan are made in shares of our common stock after the Director terminates service on the Board in accordance with elected distributions, which may be either in a lump-sum payment or, with respect to grants made prior to 2012, in annual payments over a period of up to ten years.
Under the Directors’ Equity Plan, beginning with grants made in 2012, Directors may elect to receive distribution of a particular year’s deferrals either upon termination of service or after a specified number of years or, effective in 2020, Directors who have met the stock ownership requirement may elect to receive distribution of shares upon vesting. A Director may elect to receive distribution of such deferrals in the form of a lump-sum payment or annual installments over a period of three to 15 years. Distribution elections must be made prior to the date of the award.
Directors may make a distribution election for each year’s deferred compensation and may make changes regarding the timing of distribution elections with respect to prior deferred compensation as long as any new distribution election is made at least one year prior
PSEG 2025 Proxy Statement 37
Compensation Discussion and Analysis – How We Compensate Our Executives
On an annual basis, the O&CC and CAP, the Committee’s independent consultant, review the degree of difficulty of the targets to ensure that the goals are driving performance. Details on our 2024 LTIP grants are covered under the Executive Long-Term Incentive section.
Targets are set based on the business plan and a rigorous process is undertaken at the start of each year to determine the range of performance for each measure. The corporate and business unit performance goals are set at levels that require strong performance for a target payout and superior performance for a greater than target payout.
CEO Compensation
In December 2023, the Committee increased Mr. LaRossa’s 2024 base salary 4.0%, increased his MICP target to 135%, and increased his LTI award 6.3%.
2024 vs 2023 Target Compensation for CEO
(in thousands)
MICP and LTIP amounts in the graph above reflect the target values. Actual payouts are reported in the Executive Compensation section following the applicable performance period.
Our Compensation Elements Explained
Base Salary
Each NEO’s base salary level is reviewed annually by the O&CC. The O&CC considers base salary adjustments for individual NEOs other than the CEO based on market data, CEO recommendations, performance and additional factors including leadership, time in position and other personal contributions. The CEO’s base salary level is also reviewed annually by the O&CC and formally approved by the Independent Directors. Items considered for the CEO include base salary adjustments based on market data, as well as performance and additional factors including leadership, time in position, and other significant contributions. All NEOs’ increases ranged from 4.0% to 15.4% effective January 1, 2024.
Annual Cash Incentive
Our NEOs are eligible for an annual cash incentive under our MICP. The O&CC evaluates each NEO’s incentive compensation based on achievement of specific performance goals relating to the Company’s earnings, business unit scorecards and strategic critical initiatives. The O&CC approves the incentive compensation for all NEOs except the CEO. The O&CC recommends the CEO’s incentive compensation to the Board, which approves it.
The business unit scorecard goals focus on the following categories: People and Safety, Reliability, Customer and Sustainability, which are benchmarked, when possible, against the broader utility industry, setting our targets at the top quartile (or the top decile for safety-related measures). Other metrics are set at targets demonstrating continuous improvement from prior year performance. People-related goals include safety, staffing and inclusion. Customer and Reliability includes System Average Interruption Duration Index, cybersecurity measures and other reliability measures and JD Power measures. Sustainability includes renewable energy generation, energy efficiency and performance indicators.
Strategic critical initiatives for 2024 focused on advancing sustainable growth in our business plan and progress in the clean energy transition. These critical initiatives include PSE&G regulatory and investment programs, support for nuclear long-term solution opportunities and PSEG Long Island operating service agreement.
Each NEO’s performance under each applicable factor – corporate EPS, business unit scorecard and strategic critical initiatives – could range from zero to 2.0 (200%) based on the achievement of pre-determined goals.
46 PSEG 2025 Proxy Statement
Compensation Discussion and Analysis – Our Compensation Elements Explained
These amounts are reported in the Option Exercises and Stock Vested during 2024 Table.
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| NEO |
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PSUs
Granted
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PSUs
Earned
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PSUs
Payout
($)(1) |
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| Ralph A. LaRossa |
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82,538 |
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147,441 |
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11,948,648 |
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| Daniel J. Cregg |
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18,330 |
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33,117 |
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2,683,765 |
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| Kim C. Hanemann |
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12,881 |
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23,272 |
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1,885,956 |
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| Tamara L. Linde |
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13,872 |
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25,062 |
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2,031,052 |
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| Charles V. McFeaters |
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4,459 |
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8,056 |
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652,859 |
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Reflects rounding and includes accrued dividend equivalents earned. |
2024 Grants: The PSU components recognize that we are predominantly a regulated company and are reflective of our commitment to long-term growth, our sustainability leadership position and carbon-free generation. The metrics for our 2024 – 2026 PSU award, granted in February 2024, are as follows:
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50% relative TSR versus the peer panel; |
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Methane reduction target |
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Carbon-free generation target |
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Energy efficiency target – electric |
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Energy efficiency target – gas |
Each of the metrics will be calculated based on results over the 2024-2026 performance period. Target performance yields a 100% payout factor, threshold performance yields a 20% payout factor, and maximum performance yields a 200% payout factor. Payout percentages above and below target will be interpolated based on actual results.
TSR: Relative TSR is determined by calculating the 25th, 50th and 75th percentiles of the peer group actual results, inclusive of PSEG’s actual result. Actual TSR will be measured with 50th percentile as target, 25th percentile as threshold, and 75th percentile as maximum performance levels.
EPS Growth: Consistent with our stated non-GAAP Operating EPS growth rate of 5-7%, average performance over the 2024-2026 performance period aligns with the growth rate range, with the midpoint of that growth rate range as the target, and the threshold and maximum 0.5% above and below the top and bottom of that range, respectively.
ESG Index: Each of the four metrics in the ESG index are sub-weighted equally. Payout for the ESG index is measured by the sum of the payout factors of each sub-metric, provided the sum exceeds 20%.
Methane Reduction (CO2 Equivalent Tons) will be measured as follows: -42.4% as a zero payout, -45.5% as target, and -48.5% as maximum performance.
Energy Efficiency Electric Savings (GWh) will be measured as follows: 307 as a zero payout, 1,229-1,843 as target range which is consistent with our BPU order, and 2,304 as maximum performance.
Energy Efficiency Gas Savings (thousands of therms) will be measured as follows: 10,801 as a zero payout, 43,202-64,803 as target range which is consistent with our BPU order, and 81,004 as maximum performance.
Carbon Free Generation (GWH) will be measured as follows: 92,606 as a zero payout, 94,496 as target, and 96,385 as maximum performance.
We believe these metrics will drive long-term shareholder value through a sustainable, predictable, growth platform.
The mix of the long-term incentive awards is consistent with the prior grants as described in the Executive Long-Term Incentive section above, in the form of 70% PSUs and 30% RSUs vesting on a graded basis over three years starting on the date of the grant. Prior to 2024, RSUs cliff vested after three years.
The grants included in our Summary Compensation Table were approved in February 2024 for the NEOs. These grants have a three-year performance period ending December 31, 2026 and are shown in the 2024 Grants of Plan-Based Awards Table. These awards are also reported in the Summary Compensation Table at the grant date fair value.
PSEG 2025 Proxy Statement 49
Compensation Discussion and Analysis – Our Compensation Elements Explained
Retirement and Post-Retirement Benefits
Deferred Compensation Plans: We offer a deferred compensation plan to our officers so they can more effectively manage their personal financial situations. Participants may elect to defer all or any portion of their cash compensation and may choose from among several different investment options based upon the choices available in our 401(k) Plan (except the Company Stock Fund and the Fidelity Brokerage Link Account), as well as a market-based rate of Prime plus 1/2%, capped at 120% of the applicable federal long-term rate.
We also have a plan that provides officers with the opportunity to defer equity compensation. The election to defer shares underlying an equity award must be made before the services giving rise to the equity award are performed. Deferred shares are held in a Rabbi Trust.
Additionally, effective January 1, 2025, the plan provides that a select group of management and highly-compensated employees (including non-officers) who elect the Core Contribution/401(k) Program shall be eligible for Core Contributions equal to 4% of Eligible Compensation, as defined under the Deferred Compensation Plan.
Additional details about these deferred compensation plans are provided in the descriptions following the Non-Qualified Deferred Compensation Table.
Retirement Benefits for Executives: Substantially all employees, including the NEOs, receive certain qualified retirement benefits under either the Pension Plan of Public Service Enterprise Group Incorporated (Pension Plan) or the Pension Plan of Public Service Enterprise Group Incorporated II (Pension Plan II), collectively referred to as the Pension Plans, which provides either a Final Average Pay Component or a Cash Balance Component. The nature of the individual’s pension plan benefit depends upon the date of hire. Mr. LaRossa, Mr. Cregg, Ms. Hanemann and Ms. Linde participate in the Final Average Pay Component as they each began employment before January 1, 1996. Mr. McFeaters participates in the Cash Balance Component as he began employment after January 1, 1996.
In addition to the Pension Plans, we provide certain nonqualified retirement benefits under the Reinstatement Plan and the Supplemental Executive Retirement Income Plan (Supplemental Plan). All of our NEOs participate in the Reinstatement Plan and Mr. LaRossa also participates in the additional limited benefit provisions of the Supplemental Plan.
Additional information is provided in the Pension Benefits Table and the accompanying narrative, below. Amounts reported for 2024 reflect changes in the discount rate as well as actuarial changes, which impacted the benefit calculations.
We also maintain a defined contribution 401(k) Plan and provide a partial employer matching contribution for 401(k) Plan participants. We provide retirees with the opportunity to receive medical benefits with a subsidy available to participants in the Final Average Pay Component of the Pension Plans who meet the eligibility requirements.
Pension Plan II was amended effective January 1, 2025 to provide new hires with a retirement program choice between the “Core Contributions/401(k) Program” and the current program, “Cash Balance/401(k) Program.” Employees who elect the Cash Balance/401(k) Program participate in the Cash Balance Component of Pension Plan II and the current 401(k) Company Match formula of $0.50 of the first 7% for union represented employees and $0.50 of the first 8% for non-represented employees. Employees in the Core Contributions/401(k) Program receive an enhanced 401(k) benefit under the Thrift or Savings Plans, which is 100% match up to 4% and a 4% core contribution.
Retirement Notice Program: To support succession planning and knowledge transfer, we implemented a 6-month retirement notice program, effective April 1, 2024. All employees who are retirement eligible under the component of the Pension Plans that they participate in and provide at least 6-months’ notice of their intent to retire, will become fully vested in their outstanding RSUs and PSUs awards (starting with the 2024 RSU and PSU grants) at retirement. The shares underlying the RSUs and PSUs will be released on the normal distribution date.
Severance and Change-In-Control Benefits for Executives: We provide severance benefits in the event of certain employment terminations to all officers, including the NEOs. All of our NEOs participate in our Key Executive Severance Plan. Mr. LaRossa is also eligible for certain other severance benefits, as described under Potential Payments Upon Termination of Employment or Change-In-Control.
We provide severance benefits upon a change-in-control to officers. A change-in-control is by its nature disruptive to an organization and its executives. Executives are frequently key players in the success of organizational change. To assure the continuing performance of these executives and maintain stability and continuity in the face of a possible termination of employment in the event of a change-in-control, we provide a competitive severance package.
Our Key Executive Severance Plan does not provide for gross-up payments from us in the event that any NEO or other participant is subject to an excise tax related to receipt of a change-in-control payment. The Key Executive Severance Plan includes a “double-trigger” provision on benefits, which are paid only in the event of termination of employment following a change-in-control. PSU payments, if any, are prorated. No benefits are paid in the event of a termination for cause.
Severance and change-in-control benefits are described under Potential Payments Upon Termination of Employment or Change-in-Control.
50 PSEG 2025 Proxy Statement
Compensation Discussion and Analysis – Our Compensation Elements Explained
Limited Perquisites for Executives
We provide certain perquisites that are reasonably aligned with those of our peers or provide benefit to us, such as providing personal security to executives with a high public profile and allowing executives to be productive while commuting. These include an automobile stipend (and for the CEO, a driver), parking, reimbursement of relocation expenses, annual physical examinations, limited personal and spousal travel including use of aircraft (in accordance with the practice we have established and with CEO approval), home security, limited personal technology support, charitable contributions on behalf of the individual, limited club memberships, limited reimbursement of credit card annual fees and limited personal entertainment. These perquisites are described in the 2024 Summary Compensation Table, as applicable.
We do not provide a tax gross-up of personal benefit amounts deemed to be taxable income under federal or state income tax laws and regulations, except for certain relocation expenses, primarily in the case of newly hired executives.
Executive Compensation Governance Features and Controls
Role of the Compensation Consultant
The O&CC has retained CAP as its independent compensation consultant to provide information, analyses and advice regarding executive and Director compensation. CAP reports directly to the O&CC. Select responsibilities include:
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| Review compensation programs and levels |
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Analyze pay and performance alignment |
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Provide comparative industry trends and peer
data |
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Ad hoc support on executive
compensation matters |
CAP meets with the O&CC in Executive Session without the presence of management and provides only executive and Director compensation consulting services. In 2024, CAP attended five meetings of the O&CC.
Management also retains a compensation consultant, Pay Governance LLC, to provide market compensation data for our officers, including the NEOs. This data is made available to CAP.
In July 2024, the O&CC reviewed CAP’s independence relative to the following factors:
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• |
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CAP’s provision of other services to the Company |
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• |
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The amount of fees CAP receives from the Company as a percentage of CAP’s total revenue |
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• |
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The policies and procedures of CAP that are designed to prevent conflicts of interest |
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• |
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Any business or personal relationship between O&CC members and CAP or its compensation consultants |
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• |
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Any PSEG stock owned by CAP or its compensation consultants |
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• |
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Any business or personal relationship between our executive officers and CAP or any of its compensation consultants |
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• |
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Other factors that would be relevant to CAP’s independence from management |
The O&CC concluded that CAP is independent and no conflicts of interest exist.
Executive Compensation Risk Assessment
In 2024, CAP reviewed our compensation programs to assess whether the programs could encourage excessive risk-taking. The risk assessment included a full inventory of all incentive compensation plans, including their design, metrics, goals and operation and a review of business and operational risks as well as governance and oversight practices and internal controls. Our SVP, Audit, Enterprise Risk and Compliance, as well as our internal compensation professionals under the supervision of our SVP – Chief Human Resources and Diversity Officer, provided input into this process as appropriate. Management and CAP reviewed this assessment with the O&CC. Based on this review, the O&CC determined that the programs are appropriately structured and do not encourage excessive risk-taking.
PSEG 2025 Proxy Statement 51
Executive Compensation Tables – Qualified and Non-Qualified Pension Plans
Qualified and Non-Qualified Pension Plans
Substantially all employees are eligible to participate in the Pension Plans in either the (i) Final Average Pay Component, (ii) Cash Balance Component, or (iii) Represented Cash Balance Component. New hires and rehires, on or after July 1, 2019, participate in the Cash Balance Component or Represented Cash Balance Component, as applicable, of Pension Plan II.
Pension Plan II was amended effective January 1, 2025 to provide new hires with a retirement program choice between the “Core Contributions/401(k) Program” and the current program, “Cash Balance/401(k) Program.” Employees who elect the Cash Balance/401(k) Program participate in the Cash Balance Component of Pension Plan II and the current 401(k) Company Match formula of $0.50 of the first 7% for Union and $0.50 of the first 8% for non-represented employees. Employees in the Core Contributions/401(k) Program receive an enhanced 401(k) benefit under the Thrift or Savings Plans, which is 100% match up to 4% and a 4% core contribution.
Final Average Pay Component
The Final Average Pay Component covers non-represented employees hired prior to January 1, 1996 and represented employees hired prior to January 1, 1997 and provides participants with a life annuity benefit at normal retirement (age 65) pursuant to a formula based upon (a) the participant’s number of years of service and (b) the average of the participant’s five or seven highest years of compensation up to the limit imposed by the IRC.
For non-represented participants, the accrued benefit is calculated under the 5-year final average formula as of December 31, 2011 and added to the 7-year final average pay formula beginning on January 1, 2012. The final average pay formula is as follows:
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(i) |
1.3% of the lesser of 5- or 7-year final average earnings or $24,600 times years of credited service not exceeding 35 years; |
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(ii) |
1.5% of the amount by which 5- or 7-year final average earnings exceeds $24,600 times years of credited service not exceeding 35 years; and |
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(iii) |
1.5% of 5- or 7-year final average earnings times years of credited service in excess of 35 years. |
For represented participants, the benefit is based on the 5-year final average formula.
An additional benefit equal to $4.00 per month (effective January 1, 2018, $5.00 per month for represented employees) for each year of credited service is payable until the retiree reaches age 65.
All active participants are fully vested in their Final Average Pay Component benefit. Benefits are payable on an unreduced basis (i) at age 65, (ii) at age 60, if the participant’s age, plus years of service, equals or exceeds 80 or (iii) at age 55, if the participant has 25 or more years of service. Participants whose age, plus years of service, equals or exceeds 80, but who have not yet met the criteria in (ii) or (iii) may commence their Final Average Pay Component benefits on a reduced basis.
Cash Balance Component
The Cash Balance Component covers non-represented employees hired or rehired after December 31, 1995, subject to the retirement program election for new hires on and after January 1, 2025, and provides each participant with a life annuity benefit at normal retirement (age 65) equal to the actuarial equivalent of a notional amount maintained for them. Participants are eligible for retirement under the Cash Balance Component upon the attainment of age 55 with five or more years of service. Participants’ accounts are credited each year with a percentage of compensation, which is determined based on the participant’s age plus years of service measured at year-end.
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| Sum of Age and Service |
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Percentage of Compensation Credited (%) |
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| <30 |
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2.00 |
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| 30-39 |
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2.50 |
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| 40-49 |
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3.25 |
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| 50-59 |
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4.25 |
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| 60-69 |
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5.50 |
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| 70-79 |
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7.00 |
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| 80-89 |
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9.00 |
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| 90+ |
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12.00 |
62 PSEG 2025 Proxy Statement
Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control
Change-In-Control
Under our Key Executive Severance Plan, if Mr. LaRossa, Mr. Cregg, Ms. Hanemann, Ms. Linde or Mr. McFeaters is terminated without cause or resigns for good reason within two years after a change-in-control, the individual will receive (1) a lump sum payment equal to the sum of the NEO’s salary and target incentive bonus, multiplied as follows: three times for Mr. LaRossa and two times for Mr. Cregg, Ms. Hanemann, Ms. Linde, and Mr. McFeaters, (2) a pro rata bonus based on the NEO’s target annual incentive compensation, (3) accelerated vesting of equity-based awards, except for PSUs, which vest pro rata, based on actual performance and assumed at target performance for the table below, (4) a lump sum payment equal to the actuarial equivalent of the NEO’s benefits under all of our retirement plans had they remained employed for an additional period beyond the date of termination (the additional period is three years for Mr. LaRossa and two years for Mr. Cregg, Ms. Hanemann, Ms. Linde, and Mr. McFeaters), less the actuarial equivalent of such benefits on the date of termination (reported in the table below titled as “Enhanced Retirement Benefit” for pension-related amounts, and titled as “Retiree Medical Increase” for retiree medical benefits, for all applicable NEOs), (5) continued welfare benefits for three years for Mr. LaRossa and two years for Mr. Cregg, Ms. Hanemann, Ms. Linde, and for Mr. McFeaters, (6) one year of PSEG-paid outplacement services and (7) vesting of any compensation previously deferred. Payments are limited to an amount that would not give rise to an excise tax liability under applicable IRS provisions, currently 3.0 times the individual’s average W-2 compensation minus $1.00 for the period. Amounts above that limit are forfeited. Potential payments are shown in the Change-in-Control Termination Table.
Assuming a termination without cause or resignation with good reason had occurred on December 31, 2024 following a change-in-control, each of the NEOs would have received the following payments and benefits:
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| |
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LaRossa |
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Cregg |
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Hanemann |
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Linde |
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McFeaters |
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| Change-in-Control Termination |
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($) |
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($) |
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($) |
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($) |
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($) |
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|
|
|
|
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| Severance |
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|
9,486,480 |
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|
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3,135,000 |
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|
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2,867,500 |
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2,728,380 |
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2,366,000 |
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| Pro Rata Bonus (MICP) |
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1,816,560 |
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742,500 |
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658,750 |
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626,790 |
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507,000 |
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| Unvested Restricted Stock Units(1) |
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632,563 |
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2,993,575 |
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133,955 |
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133,955 |
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89,308 |
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| Performance Share Unit Payout(2) |
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- |
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- |
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- |
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|
- |
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- |
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| Enhanced Retirement Benefit |
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127,000 |
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7,000 |
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298,000 |
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- |
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|
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135,000 |
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| Retiree Medical Increase |
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- |
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- |
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|
- |
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|
- |
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- |
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| Health/Welfare Benefits |
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74,323 |
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|
|
26,939 |
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|
|
77,622 |
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|
|
76,084 |
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|
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56,038 |
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| Outplacement |
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25,000 |
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|
|
25,000 |
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|
25,000 |
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|
|
25,000 |
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|
|
25,000 |
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|
|
|
|
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| Education Assistance |
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|
3,000 |
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|
|
3,000 |
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|
|
3,000 |
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|
|
3,000 |
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|
|
3,000 |
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|
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|
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| Parachute Payments Forfeited |
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(5,775,707) |
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- |
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(881,646) |
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- |
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(1,276,002) |
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|
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| Aggregate Payments |
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6,389,219 |
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6,933,014 |
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|
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3,182,181 |
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|
|
3,593,209 |
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|
|
1,905,344 |
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| (1) |
2022 and 2023 granted RSUs for all NEOs, each of whom are retirement eligible were vested at December 31, 2024, with the exception of the 2024 RSUs which were 10/12ths vested and Mr. Cregg’s 2023 RSU retention grant. The amounts shown above represents 2/12ths of the 2024 granted RSUs which are unvested as of December 31, 2024. Mr. Cregg’s 2023 RSU retention grant will vest upon a change in control. |
| (2) |
PSUs for NEOs who are retirement eligible pro rata vest at 1/36 per month based on actual performance. |
A NEO would not be eligible for any payments under the Key Executive Severance Plan, either prior to or following a change-in-control, if the NEO voluntarily terminated employment (other than for good reason as described above under Termination Without Cause) or if employment was terminated for cause.
In the case of a NEO’s retirement or termination of employment on account of death or disability, the Key Executive Severance Plan provides that the NEO would be entitled to accrued pay through the date of termination and prorated payment of that NEO’s target incentive award for the year of termination.
Change-in-control provisions under the Key Executive Severance Plan generally mean the occurrence of any of the following events:
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• |
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Any person is or becomes the beneficial owner of our securities representing 25% or more of the combined voting power of our then outstanding securities; or |
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• |
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A majority of the Board is replaced without approval of the current Board; or |
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• |
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There is a consummated merger or consolidation of us, other than a merger or consolidation which would result in our voting securities outstanding immediately prior to the merger, continuing to represent at least 75% of the combined voting power of the securities of us or the surviving entity immediately after the merger or consolidation; or |
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• |
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Our stockholders approve a plan of complete liquidation or dissolution of us or there is consummated an agreement for the sale or disposition by us of all or substantially all of our assets. |
For additional information regarding the provisions of LTIP awards, see Material Factors Concerning Awards Shown in Summary Compensation Table, Grants of Plan-Based Awards Table.
PSEG 2025 Proxy Statement 67
Management Proposal
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| PROPOSAL 3 |
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MANAGEMENT PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS |
There will be presented at the Annual Meeting three management proposals to approve amendments to PSEG’s Certificate of Incorporation, as amended, and By-Laws to eliminate provisions currently requiring a supermajority vote for certain actions. These amendments are described in Proposals 3(a), 3(b) and 3(c) below (Proposed Amendments).
A shareholder proposal was submitted on this topic at the Annual Meeting of Stockholders in 2013, and a management proposal was submitted on the topic at the Annual Meeting of Stockholders in 2014, 2023 and 2024. The 2013 shareholder proposal received the support of a majority of the votes cast. Each of the 2014, 2023 and 2024 management proposals received strong support from 98% of the shareholder votes cast, but did not receive the requisite supermajority support of 80% of outstanding shares.
After considering the advantages and disadvantages of supermajority voting requirements, shareholder support for our proposals to eliminate these provisions, and feedback we have received from our shareholders on this topic, the Board has determined that, subject to the requisite approval of our shareholders, it is appropriate to again attempt to remove these provisions from our governance documents and replace them with a majority of the shares outstanding vote standard. The Board’s ability to do so is governed by the laws of the State of New Jersey, where we are incorporated, and our Certificate of Incorporation and By-Laws.
In prior years, we have taken meaningful action to encourage a strong shareholder turnout, including engaging third-party proxy solicitors. This year, we have again engaged a leading third-party proxy solicitor to assist with shareholder turnout.
Currently, our Certificate of Incorporation and By-Laws require the affirmative vote of shares representing 80% of our outstanding Common Stock for the following matters: (i) certain mergers and other business combinations; (ii) the removal of a director without cause; (iii) certain amendments to the By-Laws; and (iv) certain amendments to the Certificate of Incorporation, including to amend, or adopt a provision inconsistent with, a provision relating to the matters described in the foregoing items (i)-(iii).
Below is a summary of the recommended material terms and revisions. The actual text of the Proposed Amendments to the Certificate of Incorporation and By-Laws are set forth respectively in Appendices B and C to this Proxy Statement, marked with deletions indicated by strike-outs and additions indicated by underlining. Approval of any one of the three proposals with respect to the Proposed Amendments is not conditioned upon approval of any of the other proposals. Under the provisions of our Certificate of Incorporation and By-Laws as now in effect, the affirmative vote of at least 80% of the outstanding shares of our Common Stock is required for the approval of each of the Proposed Amendments set forth in these proposals. Any shares that are not voted (whether by abstention or otherwise) on any such proposal will have the effect of a vote against the proposal.
Proposal 3(a)
Approval of Amendments to Article 7 of our Certificate of Incorporation to Eliminate the Supermajority Voting Requirements for Certain Business Combinations and Change Provisions Applicable to Certain Business Combinations
Article 7, Section 1 of our Certificate of Incorporation currently requires the approval of 80% of shares of our Common Stock outstanding for certain mergers and other business combinations. This provision would be revised to require a majority vote of shares of our Common Stock outstanding for such transactions.
Article 7, Section 7 of our Certificate of Incorporation, which currently requires the affirmative vote of 80% of shares of our Common Stock outstanding in order to make certain amendments to or to adopt certain provisions or take certain actions inconsistent with Article 7 would be revised to require a majority vote of shares of our Common Stock outstanding to make such revisions and take such actions.
Approval of this proposal requires the affirmative vote of at least 80% of shares of our Common Stock outstanding. If approved, the Board will take the next steps required to implement these proposed amendments.
Proposal 3(b)
Approval of Amendments to Article 8 of our Certificate of Incorporation and Article I, Section 1(d) of our By-Laws to Eliminate the Supermajority Voting Requirements to Remove a Director Without Cause and Change Provisions Applicable to Board-Related Matters
Article 8, Section 4 of our Certificate of Incorporation and Article I, Section 1(d) of our By-Laws each currently requires the affirmative vote of 80% of shares outstanding in order to remove a director from office without cause. Each respective provision would be revised to require a majority vote of shares outstanding to remove a director without cause.
74 PSEG 2025 Proxy Statement
Shareholder Proposal
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| PROPOSAL 4 |
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SHAREHOLDER PROPOSAL SEEKING A SIMPLE MAJORITY VOTE |
The following proposal was submitted by one PSEG shareholder. If the shareholder proponent of the proposal, or the proponent’s representative, is present at the Annual Meeting and presents the proposal for a vote, then the proposal will be voted on at the meeting.
Following SEC rules, other than minor formatting changes, we are reprinting the proposal, graphics and supporting statements as they were submitted to us. We take no responsibility for them.
Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, holder of at least 100 shares of Public Service Enterprise Group Incorporated common stock, submitted the following proposal.
Proposal 4- Simple Majority Vote
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary, this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Public Service Enterprise Group’s supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements can be used to block proposals supported by most shareholder [sic] but opposed by management.
Public Service Enterprise Group shareholders are to be congratulated for giving outstanding 98% support to this proposal topic at the 2024 Public Service Enterprise Group annual meeting.
Please vote yes:
Simple Majority Vote - Proposal 4
Board of Directors’ Response to Proposal 4
As discussed in more detail below, the Board has already taken the actions needed for shareholders to eliminate supermajority voting requirements in PSEG’s governing documents and does not believe the approval of this shareholder proposal is in the best interests of shareholders.
For this reason, the Board recommends that you vote AGAINST the proposal for the reasons described below.
The Board has approved, and recommends that the shareholders approve, amendments to eliminate the supermajority voting provisions in our governing documents. Given management’s proposals to eliminate supermajority voting included in Item 3, this non-binding shareholder proposal is redundant and unnecessary.
Our Board has long demonstrated its commitment to eliminating the supermajority voting provisions in PSEG’s Certificate of Incorporation and By-Laws, which can only be removed with shareholder approval. In addition to this year, we submitted for shareholder vote our proposals to remove the supermajority voting provisions in 2024, 2023 and 2014. Each time, the proposed amendments received strong shareholder support of over 98% of votes cast but failed to receive the required vote of 80% of our outstanding shares. Our proposals have not passed in prior years due to a vote turnout that is lower than required to meet the high burden of 80% of outstanding shares. In preparation for this year’s annual meeting of shareholders, as in prior years, we engaged a proxy solicitor to help us solicit proxies to obtain the 80% threshold needed to approve our proposals to eliminate all supermajority voting provisions from our governing documents.
76 PSEG 2025 Proxy Statement
Annual Meeting, Voting and Procedures
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| VOTING
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|
ANNUAL MEETING, VOTING AND PROCEDURES |
Proxy Statement
This Proxy Statement is provided by us on behalf of the Board. A proxy is a person you have legally designated to vote the stock you own. We are asking you to designate as proxies the individuals named by us on the proxy card, voting instruction form or electronic instruction associated with this Proxy Statement to vote at the 2025 Annual Meeting of Stockholders scheduled to be held on April 22, 2025 and at all adjournments or postponements of that meeting. For instructions on how to vote, please see the Notice, the Proxy Card, or the Voting of Shares section below.
The mailing address of our principal executive offices is 80 Park Plaza, Newark, NJ 07102, telephone (973) 430-7000. Our Internet website is corporate.pseg.com.
Annual Report on Form 10-K
Our 2024 Annual Report on Form 10-K is available on our website at investor.pseg.com/financial-information/sec-filings. If you received a physical copy in the mail and would like to request copies of the Form 10-K exhibits, you can do so by writing to: Vice President—Investor Relations, Public Service Enterprise Group Incorporated, 80 Park Plaza, T4B, Newark, NJ 07102.
Delivery of Documents
This year again we are delivering proxy materials to many shareholders via the Internet under the SEC rule for “Notice and Access.” We believe that this process provides you with a convenient way to access the proxy materials and to authorize a proxy to vote your shares, while allowing us to conserve natural resources, and saving us the cost of producing and mailing documents and reducing the amount of mail you receive. Using this method of delivery, on or about March XX, 2025, we mailed a Notice that contains basic information about our 2025 Annual Meeting of Stockholders and instructions on how to view all proxy materials, and vote electronically, on the Internet.
One Copy per Household
The SEC rules permit companies and intermediaries (such as brokers) to implement a delivery procedure known as “householding.” Under this procedure, multiple stockholders who reside at the same address may receive one copy of our Notice or a single set of proxy materials, unless one or more of the stockholders has provided contrary instructions. This procedure saves natural resources and reduces printing costs and postage fees. If you share an address with another stockholder and if you received a householding mailing this year, you may request additional copies of our Notice or proxy materials be delivered to you by writing to the above address or contacting us at (973) 430-6163.
Electronic Delivery
If you received paper copies of this year’s Proxy Statement and our 2024 Annual Report on Form 10-K by mail, you can elect to receive an e-mail message in the future that will provide a link to those documents and voting instructions on the Internet. By opting to access your proxy materials via the Internet, you will help preserve environmental resources, gain faster access to your proxy materials, save us the cost of producing and mailing documents to you, and reduce the amount of mail you receive.
If your shares are held in the name of a bank or broker, please follow that organization’s instructions for electronic delivery.
If you receive our future Proxy Statements and Annual Reports electronically, you will receive annually an e-mail message containing the Internet address to access these documents. The e-mail will also include instructions for voting via the Internet as you will not receive a separate proxy card unless specifically requested by you.
PSEG 2025 Proxy Statement 81
Annual Meeting, Voting and Procedures
Stockholder Engagement and Communications with the Board
You, as a stockholder, and other interested parties, have a variety of channels for expressing your views to the Board:
You may communicate directly with the Board, including the Lead Independent Director and other Independent Directors, by writing to:
Justin B. Incardone, Secretary
Public Service Enterprise Group Incorporated
80 Park Plaza, T4B, Newark, NJ 07102
Please indicate who should receive the communication. Unless the context otherwise requires, the Secretary will provide the communication to the Lead Independent Director and to the Chair of the Board committee most closely associated with the nature of the request. The Secretary has the discretion not to forward communications that are commercial advertisements, other forms of soliciting material or billing complaints. All communications are available to any member of the Board upon request.
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• |
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Voting for Directors – you have the opportunity to vote for the election of all of our Directors on an annual basis. |
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• |
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Say-On-Pay – you have the opportunity to cast an advisory vote each year on our executive compensation programs. |
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• |
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Director Nominations – you have the opportunity to recommend nominees for election to the Board in accordance with our By-Laws. |
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Shareholder Proposals – you may submit proposals intended for inclusion in our Proxy Statement, in accordance with SEC rules and our By-Laws. |
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Proxy Access – subject to the applicable criteria, stockholders may nominate and include in our Proxy Statement Director candidates. |
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Engagement – we dialogue with a variety of our stockholders throughout the year, including at meetings of our major stockholders and investor conferences. |
Stockholder Proposals and Proxy Access
The Governance Committee will consider stockholders’ recommendations for nominees for election to the Board. The Governance Committee utilizes the same criteria to evaluate all potential nominees, including those recommended by stockholders or other sources. Our By-Laws require that stockholder proposals and Director nominations must be delivered to the Company’s Secretary at least 90 days in advance of an Annual Meeting of Stockholders. With respect to stockholder proposals and Director nominations made at a special meeting of stockholders, advance notice must be delivered to the Company’s Secretary no later than the close of business on the seventh day following the date on which notice of the meeting is first given to stockholders. The Chair of the meeting may refuse to acknowledge the proposal or Director nomination not made in compliance with the advance notice procedure contained in our By-Laws.
In order for a stockholder’s proposed nominee to be included in the Company’s Proxy Statement pursuant to the proxy access provisions of our By-Laws, the proposal must be received by the Company’s Secretary no earlier than 150 days and no later than 120 days prior to the anniversary of the mailing date of the Company’s Proxy Statement in the prior year. The proxy access provisions of our By-Laws permit an eligible stockholder (or a group of no more than 20 eligible stockholders) owning 3% or more of the Company’s common stock continuously for at least three years to nominate Director candidates representing up to 25% of the Board, and, upon the eligible stockholder’s satisfaction of certain conditions as outlined in our By-Laws, require us to include the proposed nominees in our Proxy Statement and proxy card for the Annual Meeting of Stockholders. These proxy access provisions were adopted by the Board in 2015. In its consideration of proxy access, the Board engaged with a number of our significant stockholders and reviewed the published positions of other significant stockholders. Following these outreach efforts, the Board amended our By-Laws in order to provide meaningful proxy access rights to stockholders who are representative of the long-term interests of our Company.
In December 2022, the Board adopted an amendment to the By-Laws to add a customary advance notice provision for stockholder proposals (other than for Director nominations). In addition, in February 2023, in response to increased stockholder interest, the Board adopted an amendment to the By-Laws to reduce the threshold needed to call a special meeting of the stockholders from a majority of holders entitled to cast votes to 25% of holders entitled to cast votes. In its consideration of the above-mentioned amendments, the Board reviewed governance best practices of publicly traded companies and specifically of companies in our peer group and determined that it is in the best interest of the Company and its stockholders to update these provisions and align with market standard practices.
Each proposal or nomination discussed above must be submitted in writing to Justin B. Incardone, Secretary, Public Service Enterprise Group Incorporated, 80 Park Plaza, T4B, Newark, NJ 07102. Proposals and nominations must be made in compliance with the procedures and requirements set forth in our By-Laws and, for nominations, accompanied by the written consent of the nominee to serve if nominated and elected and by biographical material and the applicable requirements of the SEC to permit evaluation of the recommended nominee.
82 PSEG 2025 Proxy Statement
Annual Meeting, Voting and Procedures
Annual Meeting
This year we will be holding our Annual Meeting of Stockholders virtually and no physical location will be available.
Attendance
Our Annual Meeting will be held virtually on April 22, 2025 at 1:00 p.m. Eastern Time.
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You have the right to attend virtually the Annual Meeting of Stockholders if you are a stockholder of record, beneficial owner whose shares are held of record by a bank, a broker or a participant in one of the plans noted below. |
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If you plan to attend the virtual Annual Meeting of Stockholders, you will need to register in advance at www.virtualshareholdermeeting.com/PEG2025 |
The meeting webcast will begin promptly at 1:00 p.m., Eastern Time, on Tuesday, April 22, 2025 and online access to the webcast will open approximately 15 minutes prior to the start of the 2025 Annual Meeting. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted on the virtual meeting log-in page at www.virtualshareholdermeeting.com/PEG2025.
Holders of record of the 498,561,467 shares of common stock outstanding on February 21, 2025, will have one vote per share. A quorum will consist of the holders of common stock entitled to cast a majority of the votes at the Annual Meeting of Stockholders, present at the virtual meeting or represented by proxy. All cast votes will be counted. Abstentions and broker non-votes will not be counted other than for the purpose of establishing a quorum. All votes will be tabulated by an independent inspector of elections.
Election of Directors under Proposal 1 is subject to our majority vote requirement described below. The Advisory Vote on the Approval of Executive Compensation in Proposal 2 is advisory and non-binding, whether or not approved by a majority of the votes cast. The approval of each of the amendments to our Certificate of Incorporation and By-Laws set forth in Proposals 3(a), 3(b) and 3(c) must receive a favorable vote of at least 80% of the outstanding shares eligible to vote to be approved. The shareholder proposal contained in Proposal 4 must receive a majority of the votes cast to be approved, but is non-binding on us. Any change to our governing documents as requested in Proposal 4 would require additional action by our Board and our shareholders. The affirmative vote of a majority of the votes cast is needed for Ratification of the Appointment of Independent Auditor under Proposal 5.
If you wish to submit a question prior to the meeting, you may do so by logging into www.proxyvote.com, entering your control number and following the instructions provided. If you would like to ask a question during the meeting, you may do so after logging into the meeting at www.virtualshareholdermeeting.com/PEG2025, as described above, and typing your question in the “Ask a Question” field. A recording of the Annual Meeting of Stockholders will be available online at www.pseg.com/annualmeeting within a few days of the meeting’s conclusion, which will include the meeting’s question and answer session.
We will try to answer all appropriate stockholder questions, subject to time constraints. We reserve the right to edit inappropriate language and exclude questions that are related to personal matters, not pertinent to the business of the Company or meeting matters, do not comply with the meeting rules of conduct or are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. For more information, see our annual meeting rules of conduct at www.proxyvote.com.
Majority Voting for Election of Directors
Our By-Laws provide that in an uncontested election, each Director shall be elected by a majority of the votes cast with respect to the Director. A majority of votes cast means that the number of shares cast for a Director’s election exceeds the number of votes cast against that Director. We do not include as votes cast (i) shares which are marked withheld, (ii) abstentions and (iii) shares as to which a stockholder has given no authority or direction.
As provided in the Corporate Governance Principles, the Board has adopted a policy whereby any incumbent Director receiving a majority vote against must promptly tender an offer of resignation. As a result, in uncontested elections, the Board will nominate for election or re-election as a Director only candidates who have agreed promptly to tender a letter of resignation in the event that the number of shares voted for that Director does not exceed the number of shares voted against that Director. If an incumbent Director fails to receive the required majority vote, the Governance Committee will consider the matter and then make a recommendation to the Board as to whether or not to accept the resignation. The Board will make the determination on whether or not to accept the recommendation of the Governance Committee.
PSEG 2025 Proxy Statement 83
Annual Meeting, Voting and Procedures
Failure to Receive a Majority Vote
Under our Corporate Governance Principles, a Director who fails to receive a majority vote in an uncontested election shall not participate in the recommendation of the Governance Committee or the determination of the Board with respect to the Director’s resignation letter or that of any other Director in regard to that year’s Annual Meeting election. The Director may, however, participate in other matters of the Board and its various committees to the fullest extent to which the Director would otherwise be permitted in accordance with applicable law and the Corporate Governance Principles.
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If a majority of the Governance Committee fails to receive a majority vote, then the remaining Independent Directors will determine whether to accept one or more of the applicable resignations. |
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If three or fewer Independent Directors do not receive a majority vote in the same election, then all Independent Directors may participate in any discussions or actions with respect to accepting or rejecting the resignation offers (except that Directors may not vote to accept or reject their own resignation offers). |
In evaluating tendered resignations, the Governance Committee and the Board may consider all factors they deem relevant, including, but not limited to: the stated reason(s) for the against vote; the impact that the acceptance of the resignation would have upon our compliance with applicable law or regulation; the potential triggering of any change in control or similar provision in contracts, benefit plans or otherwise; the qualifications of the Director and the Director’s past and anticipated future contributions to us.
The Governance Committee and the Board may consider possible remedies or actions to take in lieu of or in addition to accepting or rejecting of the resignation, such as development and implementation of a plan to address and cure the issues underlying the failure to receive a majority vote.
Following the Board’s determination, we will publicly disclose the decision and, as applicable, the reasons for accepting or rejecting the resignation. To the extent that the Board accepts one or more resignations, the Governance Committee may recommend to the Board, and the Board will then determine, whether to fill any vacancy.
Voting of Shares
Stockholders of Record
Every vote is important. We urge you to vote whether or not you plan to attend the virtual 2025 Annual Meeting of Stockholders. You may vote your proxy using the toll-free telephone number (800) 690-6903 or via the Internet at www.proxyvote.com. If you received a proxy card, then you may vote by marking, signing, dating and returning the paper proxy card mailed to you as part of your proxy materials. If you are a stockholder of record, your shares will not be voted unless you provide a proxy by return mail, telephonically or electronically.
Shares Held in Plans
Enterprise Direct: The proxy card or Notice includes any shares registered in the names shown on the proxy in Enterprise Direct (our dividend reinvestment and stock purchase plan). If a proxy card is dated, signed and returned without specifying choices, the shares will be voted as recommended by the Board. If you vote telephonically or electronically, you should follow the directions given during the call or on the computer screen. If no instructions are received from you with respect to any shares held in Enterprise Direct, the administrator of the plan will vote those shares in accordance with the recommendations of the Board.
PSEG Employee Stock Purchase Plan (ESPP): If you are a participant in the ESPP, you will receive a separate voting instruction form from the administrator of the plan. If no instructions are received from you with respect to any shares held in the ESPP, the administrator of the plan may vote those shares in accordance with the recommendations of the Board for routine proposals only, such as ratification of the independent auditor, but will not vote those shares on non-routine matters.
PSEG Employee Benefit Plans: If you are a participant in the Thrift and Tax-Deferred Savings Plan or the Employee Savings Plan of PSEG (PSEG Savings Plans) or either of the two Incentive Thrift Plans (Incentive Thrift Plans) of Long Island Electric Utility Servco LLC, a subsidiary of PSEG Long Island, you will receive a separate proxy card from the respective plan’s trustee for shares that have been allocated to your accounts. The trustee will vote the shares of common stock beneficially owned by you under the respective plan in accordance with your instructions. If no instructions are received with respect to the PSEG Savings Plans, the shares will not be voted. If no instructions are received with respect to the Incentive Thrift Plans, the respective trustee will vote your shares in the same proportion as those shares as to which it receives instructions from other participants in the plan in which you participate.
Shares Held by Banks or Brokers
If your shares are held in the name of a bank or broker, you should follow the voting directions on the instruction form received from your bank or broker. For such shares, the availability of telephone or Internet voting will depend on the processes of your bank or broker. If your shares are held through a broker and you give the broker instructions, your shares will be voted as you direct. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority
84 PSEG 2025 Proxy Statement
Annual Meeting, Voting and Procedures
to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum and will be able to use their discretionary voting authority under NYSE rules to vote your shares on Proposal 5: Ratification of the Appointment of Independent Auditor. However, the broker will not be able to vote on those matters for which specific authorization is required under NYSE rules, such as to vote on the election of directors, the advisory approval of executive compensation, or the shareholder or management proposals without instructions from you, in which case a broker non-vote will occur, and your shares will not be voted on these matters.
Revoking a Proxy
You may revoke a proxy given in the form of the card that accompanies this Proxy Statement or a vote made telephonically or electronically. Attending the virtual Annual Meeting will not revoke a proxy you have given unless you file a written notice of revocation with the Secretary of PSEG prior to the voting of the proxies at the virtual Annual Meeting or you vote the shares subject to the proxy by written ballot. The Secretary’s mailing address is: Justin B. Incardone, Secretary, Public Service Enterprise Group Incorporated, 80 Park Plaza, T4B, Newark, NJ 07102.
Solicitation
The cost of soliciting proxies in the form accompanying this Proxy Statement will be borne by us. In addition to solicitation by mail, proxies may be solicited by our Directors, officers and employees, none of whom will be directly compensated for these services, in person or by telephone, electronically or by facsimile. We have also retained Alliance Advisors to assist in the distribution and solicitation of proxies from brokers, bank nominees, other institutional holders and certain individual holders. The anticipated cost of these services to us is approximately $23,000 plus reimbursement of expenses.
Date for Submission of Stockholder Proposals for 2026 Annual Meeting
In accordance with SEC rules, stockholders may submit proposals intended for inclusion in the Proxy Statement in connection with our 2026 Annual Meeting of Stockholders. Proposals should be sent to: Justin B. Incardone, Secretary, Public Service Enterprise Group Incorporated, 80 Park Plaza, T4B, Newark, NJ 07102 and must be received by November 7, 2025.
Proxy Voting Authority
If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the persons named in the enclosed proxy card or their substitutes will vote their proxies in accordance with their best judgment. As of the date of this definitive Proxy Statement, the Board and management did not know of any other matters that might be presented for stockholder action at the Annual Meeting.
If we were not notified by January 22, 2025, of any proposal intended to be presented for consideration at the 2025 Annual Meeting of Stockholders, then the persons named by us shall have discretionary voting authority with respect to such proposal if presented at that Annual Meeting.
The named proxies may vote at their discretion for any replacement nominee if any nominee named in this Proxy Statement withdraws, resigns or otherwise does not stand for election.
Voting Tabulation Results
Proxies and ballots will be received and tabulated by an independent inspector of elections. We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the date of the Annual Meeting. After it is filed, the Form 8-K will be available on our website at investor.pseg.com/sec-filings and on the SEC’s website at www.sec.gov.
PSEG 2025 Proxy Statement 85
Appendix B: Proposed Amendments to Certificate of Incorporation
APPENDIX B
PROPOSED AMENDMENTS TO CERTIFICATE OF INCORPORATION
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Proposed Amendments to Public Service Enterprise Group Incorporated’s Amended Certificate of Incorporation to Eliminate Supermajority Voting Requirements
Sections 1, 2 and 7 of Article 7 CERTAIN BUSINESS COMBINATIONS of the Certificate of Incorporation of this corporation, as amended to date, are amended to read as follows:
SECTION 1. Vote Required for Certain Business Combinations. In addition to any affirmative vote required by law and except as otherwise expressly provided in Section 2 of this Article 7:
(a) any merger or consolidation of the corporation or any Subsidiary (hereinafter defined) with (i) any Interested Shareholder (hereinafter defined) or (ii) any other corporations (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (hereinafter defined) of an Interested Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value (hereinafter defined) of $25,000,000 or more; or
(c) the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $25,000,000 or more; or
(d) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Shareholder or any Affiliate of any Interested Shareholder; or
(e) any reclassification of securities (including any reverse stock split), recapitalization of the corporation, any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder;
shall require prior approval by the affirmative vote of 80% a majority of the votes which the holders of the then outstanding shares of capital stock of the corporation are entitled to vote in the election of directors (the “Voting Stock”), voting together as a single class (each share of the Voting Stock having a number of votes duly fixed by the Board of Directors pursuant to Article 3 of the Certificate of Incorporation or provided by the By-Laws). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. The term “Business Combination” as used in this Article 7 shall mean any transaction which is referred to in any one or more of paragraphs (a) through (e) of this Section 1.
SECTION 2. Exceptions to 80% Vote Required By Section 1. The provisions of Section 1 of this Article 7 shall not be applicable to any particular Business Combination (and such Business Combination shall require only such affirmative vote which may be required by law or otherwise) if all of the conditions specified in either of the following paragraphs (a) or (b) are met:
(a) The Business Combination shall have been approved by majority vote of the Disinterested Directors (hereinafter defined).
(b) All of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of:
(1) if applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it (x) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; or
(2) the Fair Market Value per share of Common Stock on the Announcement Date or on the date (the “Determination Date”) on which the Interested Shareholder became an Interested Shareholder, whichever is higher.
B-1 PSEG 2025 Proxy Statement
Appendix B: Proposed Amendments to Certificate of Incorporation
(ii) The aggregate amount of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Voting Stock other than Common Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph (b)(ii) shall be met with respect to every such class or series whether or not the Interested Shareholder has previously acquired any shares thereof):
(1) if applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder for any shares of such class or series acquired by it (x) within the two-year period immediately prior to the “Announcement Date” or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; or
(2) if applicable, the highest preferential amount per share to which the holders of shares of such class or series are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; or
(3) the Fair Market Value per share of such class or series on the Announcement Date or on the Determination Date, whichever is higher.
(iii) The consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of such class or series of Voting Stock. If the Interested Shareholder has paid for shares of any class or series of Voting Stock with varying forms of considerations, the form of consideration for such class or series shall be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by it. The price determined in accordance with paragraphs (b)(i) and (b)(ii) of this Section 2 shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.
(iv) After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (1) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any dividends (whether or not cumulative) on any outstanding series of Preferred Stock: (2) there shall have been (x) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivisions of the Common Stock), except as approved by a majority of the Disinterested Directors and (y) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock, unless the failure to so increase such annual rate is approved by a majority of the Disinterested Directors; and (3) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder.
(v) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial assistance, or any tax credits or other tax advantages, provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
(vi) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such act, rules or regulations) shall be mailed to shareholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such act, rules and regulations or subsequent provisions).
SECTION 7. Amendment. Notwithstanding any other provisions of this Certificate of Incorporation, the By-Laws of the corporation or applicable law, the affirmative vote of 80% a majority of the votes of the then outstanding Voting Stock, voting together as a single class, shall be required (a) to amend, modify or repeal this Article 7, (b) adopt any provision to this Certificate of Incorporation or By-Laws which is inconsistent with this Article 7, or (c) prior to the fixing by the Board of Directors of any right or preference of any series of Preferred Stock which is inconsistent with the provisions of this Article 7.
Sections 4 and 5 of Article 8 BOARD OF DIRECTORS of the Certificate of Incorporation of this corporation, as amended to date, are amended to read as follows:
SECTION 4. Removal and Suspension. Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office without cause only by the affirmative vote of the holders of 80% a majority of the combined voting powers votes of the then outstanding shares of stock entitled to vote generally in the election of directors Voting Stock, voting together as a single class. The Board of Directors, by the affirmative vote of a majority of the directors in office, may remove a director or directors for cause where, in the judgment of such majority, the continuation of the director or directors in office would be harmful to the corporation and may suspend the director or directors for a reasonable period pending final determination that cause exists for such removal.
PSEG 2025 Proxy Statement B-2
Appendix D: Restated Certificate of Incorporation
APPENDIX D
RESTATED CERTIFICATE OF INCORPORATION
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Pursuant to Section 14A:9-5(3) of the New Jersey Business Corporation Act, as amended, Public Service Enterprise Group Incorporated hereby restates and integrates and also substantively amends its Certificate of Incorporation to read in full as follows:
The name of the corporation is PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED.
The purpose for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act, as from time to time amended or supplemented.
SECTION 1. Capital Stock. The corporation shall have the authority to issue 1,000,000,000 shares of Common Stock, without par value, and 50,000,000 shares of Preferred Stock, without par value.
SECTION 2. Preferred Stock.
The Board of Directors shall have authority to issue the shares of Preferred Stock from time to time on such terms as it may determine, and to divide the Preferred Stock into one or more classes or series and in connection with the creation of any such class or series to fix, by resolution or resolutions providing for the issue thereof, the designation, the number of shares, and the relative rights, preferences and limitations thereof, to the full extent now or hereafter permitted by law.
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RESTRICTION ON DIVIDENDS: |
No dividends shall be paid on any shares of any class of stock of the corporation except out of its earned surplus.
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CERTAIN VOTING REQUIREMENTS: |
Except as otherwise required by law or this Certificate of Incorporation, action by the stockholders to adopt a proposed amendment to this Certificate of Incorporation or to approve a proposed plan of merger or consolidation involving the corporation or to approve a proposed sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation, if not in the usual and regular course of its business as conducted by it, or to dissolve, may be taken by the affirmative vote of a majority of the votes cast by the holders of stock of the corporation entitled to vote thereon and, in addition, if any class or series of stock is entitled to vote thereon as a class, by the affirmative vote of a majority of the votes cast in each class vote.
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INDEMNIFICATION LIMITATION OF LIABILITY: |
SECTION 1. Indemnification. The corporation shall indemnify to the full extent from time to time permitted by law any person made, or threatened to be made, a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation which could lead to such action, suit or proceeding) by reason of the fact that he is or was a director, officer or employee of the corporation or serves or served any other enterprise as a director, officer or employee at the request of the corporation. Such right of indemnification shall inure to the benefit of the legal representative of any such person.
SECTION 2. Limitation of Liability. To the full extent from time to time permitted by law, directors and officers of the corporation shall not be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders. No amendment or repeal of this provision shall adversely affect any right or protection of a director or officer of the corporation existing at the time of such amendment or repeal.
D-1 PSEG 2025 Proxy Statement
Appendix D: Restated Certificate of Incorporation
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CERTAIN BUSINESS COMBINATIONS: |
SECTION 1. Vote Required for Certain Business Combinations. In addition to any affirmative vote required by law and except as otherwise expressly provided in Section 2 of this Article 7:
(a) any merger or consolidation of the corporation or any Subsidiary (hereinafter defined) with (i) any Interested Shareholder (hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (hereinafter defined) of an Interested Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value (hereinafter defined) of $25,000,000 or more; or
(c) the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $25,000,000 or more; or
(d) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Shareholder or any Affiliate of any Interested Shareholder; or
(e) any reclassification of securities (including any reverse stock split), recapitalization of the corporation, any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder;
shall require prior approval by the affirmative vote of a majority of the votes which the holders of the then outstanding shares of capital stock of the corporation are entitled to vote in the election of directors (the “Voting Stock”), voting together as a single class (each share of the Voting Stock having a number of votes duly fixed by the Board of Directors pursuant to Article 3 of the Certificate of Incorporation or provided by the By-Laws). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. The term “Business Combination” as used in this Article 7 shall mean any transaction which is referred to in any one or more of paragraphs (a) through (e) of this Section 1.
SECTION 2. Exceptions to Vote Required By Section 1. The provisions of Section 1 of this Article 7 shall not be applicable to any particular Business Combination (and such Business Combination shall require only such affirmative vote which may be required by law or otherwise) if all of the conditions specified in either of the following paragraphs (a) or (b) are met:
(a) The Business Combination shall have been approved by majority vote of the Disinterested Directors (hereinafter defined).
(b) All of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of:
(1) if applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it (x) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; or
(2) the Fair Market Value per share of Common Stock on the Announcement Date or on the date (the “Determination Date”) on which the Interested Shareholder became an Interested Shareholder, whichever is higher.
(ii) The aggregate amount of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Voting Stock other than Common Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph (b)(ii) shall be met with respect to every such class or series whether or not the Interested Shareholder has previously acquired any shares thereof):
(1) if applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder for any shares of such class or series acquired by it (x) within the two-year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; or
PSEG 2025 Proxy Statement D-2
Appendix D: Restated Certificate of Incorporation
(2) if applicable, the highest preferential amount per share to which the holders of shares of such class or series are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; or
(3) the Fair Market Value per share of such class or series on the Announcement Date or on the Determination Date, whichever is higher.
(iii) The consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of such class or series of Voting Stock. If the Interested Shareholder has paid for shares of any class or series of Voting Stock with varying forms of considerations, the form of consideration for such class or series shall be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by it. The price determined in accordance with paragraphs (b)(i) and (b)(ii) of this Section 2 shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.
(iv) After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (1) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any dividends (whether or not cumulative) on any outstanding series of Preferred Stock: (2) there shall have been (x) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivisions of the Common Stock), except as approved by a majority of the Disinterested Directors, and (y) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock, unless the failure to so increase such annual rate is approved by a majority of the Disinterested Directors; and (3) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder.
(v) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance, or any tax credits or other tax advantages, provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
(vi) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such act, rules or regulations) shall be mailed to shareholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such act, rules and regulations or subsequent provisions).
SECTION 3. Certain Definitions. For the purposes of this Article 7:
(a) “Person” shall mean any individual, firm, corporation or other entity.
(b) “Interested Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of shares having 10% or more of the votes of the then outstanding Voting Stock; or
(ii) is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of shares having 10% or more of the votes of the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.
(c) A person shall be a “beneficial owner” of any Voting Stock:
(i) which such person, or any of its Affiliates or Associates (as hereinafter defined), beneficially owns, directly or indirectly; or
(ii) which such person, or any of its Affiliates or Associates, has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding; or
D-3 PSEG 2025 Proxy Statement
Appendix D: Restated Certificate of Incorporation
(iii) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.
For the purposes of determining whether a person is an Interested Shareholder, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of this paragraph (c) of Section 3 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options or otherwise.
(d) “Affiliate” or “Associate” shall have the respective meanings given for such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
(e) “Subsidiary” shall mean any corporation of which a majority of the voting shares is owned, directly or indirectly, by the corporation.
(f) “Disinterested Director” shall mean any member of the Board of Directors of the corporation who is not an Affiliate, Associate or representative of the Interested Shareholder and was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Disinterested Director who is not an Affiliate, Associate or representative of the Interested Shareholder and was recommended or elected to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.
(g) “Fair Market Value” shall mean:
(i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question as determined by a majority of the Disinterested Directors in good faith; or
(ii) in the case of property other than stock, the fair market value of such property on the date in question as determined by a majority of the Disinterested Directors in good faith.
(h) In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in paragraphs (b)(i) and (ii) of Section 2 of this Article 7 shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.
SECTION 4. Powers of the Board of Directors. The Board of Directors shall have the power and duty, by majority vote of the Disinterested Directors, to determine for the purposes of this Article 7, on the basis of information known to them after reasonable inquiry, (a) whether a person is an Interested Shareholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another and (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $25,000,000 or more. A majority of the Disinterested Directors shall also have the power to interpret all of the other terms and provisions of this Article 7 and to make any other factual determinations in regard to the applicability of this Article 7. Any interpretations or determination made in good faith by majority vote of the Disinterested Directors with regard to application of this Article 7 on the basis of such information as was then available for such purpose shall be conclusive and binding on the corporation and on all of its shareholders, including any Interested Shareholder.
SECTION 5. No Effect on Fiduciary Obligations of Interested Shareholders. Nothing contained in this Article 7 shall be construed to relieve any Interested Shareholder from any fiduciary obligations imposed by law.
SECTION 6. Severability. In the event any provision (or part thereof) of this Article 7 should be determined to be invalid, prohibited or unenforceable for any reason, the remaining provisions, and parts thereof, shall remain in full force and effect and enforceable against the corporation and its shareholders, including any Interested Shareholder, to the fullest extent permitted by law.
SECTION 7. Amendment. Notwithstanding any other provisions of this Certificate of Incorporation, the By-Laws of the corporation or applicable law the affirmative vote of a majority of the votes of the then outstanding Voting Stock, voting together as a single class, shall be required (a) to amend, modify or repeal this Article 7, (b) adopt any provision to this Certificate of Incorporation or By-Laws which is inconsistent with this Article 7, or (c) prior to the fixing by the Board of Directors of any right or preference of any series of Preferred Stock which is inconsistent with the provisions of this Article 7.
PSEG 2025 Proxy Statement D-4
Appendix D: Restated Certificate of Incorporation
SECTION 1. Number, election and terms. Except as otherwise fixed by or pursuant to the provisions of Article 3 hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of the directors of the corporation shall be fixed from time to time by or pursuant to the By-Laws of the corporation. Directors shall hold office for a term expiring at the next annual meeting of stockholders or until their respective successors are elected and qualified; provided, however, that directors elected to terms expiring at the annual meetings of stockholders to be held in 2009 and 2010, respectively, shall continue to hold office until the expiration of such terms or until their respective successors are elected and qualified.
SECTION 2. Stockholder nomination of director candidates. Advance notice of shareholder nominations for the election of directors shall be given in the manner provided in the By-Laws of the corporation.
SECTION 3. Newly created directorships and vacancies. Except as otherwise provided for or fixed by or pursuant to the provisions of Article 3 hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualifications, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next succeeding annual meeting of shareholders and until such director’s successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
SECTION 4. Removal and Suspension, Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office without cause only by the affirmative vote of the holders of a majority of the votes of the then outstanding Voting Stock, voting together as a single class. The Board of Directors, by the affirmative vote of a majority of the directors in office, may remove a director or directors for cause where, in the judgment of such majority, the continuation of the director or directors in office would be harmful to the corporation and may suspend the director or directors for a reasonable period pending final determination that cause exists for such removal.
SECTION 5. Amendment, repeal, etc. Notwithstanding anything in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least a majority of the votes of the then outstanding Voting Stock, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal this Article 8.
The Board of Directors shall have power to make, alter, amend and repeal the By-Laws of the corporation (except so far as the By-Laws of the corporation adopted by the shareholders shall otherwise provide). Any By-Laws made by the Directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the shareholders. Notwithstanding the foregoing and anything contained in this Certificate of Incorporation to the contrary, Article I, Section 1; Article IX, Section 9; and Article XVI of the By-Laws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least a majority of the votes of the then outstanding Voting Stock, voting together as a single class. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least a majority of the votes of the then outstanding Voting Stock, voting together as a single class, shall be required to alter, amend, or adopt any provision inconsistent with or repeal this Article 9.
| 10. |
QUORUM OF STOCKHOLDERS: |
At any meeting of the stockholders of the corporation, the holders of stock entitled to cast a majority of the votes at the meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes unless the representation of a larger number shall be required by law, and in that case the representation of the number so required shall constitute a quorum.
If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed for any meeting of stockholders, the meeting may be adjourned from time to time by the vote of a majority of the votes cast by the holders of stock present in person or represented by proxy at such meeting, without notice other than by announcement at the meeting, and at any such adjourned meeting held more than one week after such time the holders of stock entitled to cast 40% of the votes at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes unless the representation of a larger number shall be required by law, and in that case the representation of the number so required shall constitute a quorum. At any such adjourned meeting, whenever held, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
D-5 PSEG 2025 Proxy Statement
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our CEO or Principal Executive Officer (PEO) and NEOs and certain financial performance measures of PSEG for the fiscal years ended on December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020. For further information on PSEG’s philosophy and how executive compensation aligns with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
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Summary Compensation Table Total for PEO #1 (1&2) ($) |
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Compensation Actually Paid to PEO #1 (1&3) ($) |
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Summary Compensation Table Total for PEO #2 (1&2) ($) |
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Compensation Actually Paid to PEO #2 (1&3) ($) |
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Average Summary Compensation Table Total for Non-PEO NEOs (1&2) ($) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) (1&3) |
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Value of Initial Fixed $100 Investment based on Total Shareholder Return ($) (4) |
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Value of Initial Fixed $100 Investment based on Peer Group Total Shareholder Return ($) (4) |
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Net Income (Loss) ($ millions) (5) |
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Operating EPS (Non-GAAP) ($) (6) |
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N/A |
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N/A |
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12,367,961 |
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31,359,707 |
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3,498,175 |
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7,157,809 |
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169.91 |
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133.53 |
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1,772 |
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3.68 |
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N/A |
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N/A |
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11,778,863 |
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12,972,702 |
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3,578,301 |
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3,490,761 |
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119.14 |
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115.43 |
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2,563 |
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3.48 |
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12,869,210 |
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1,495,352 |
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9,510,542 |
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6,408,817 |
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2,733,718 |
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1,371,783 |
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114.98 |
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121.88 |
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1,031 |
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3.47 |
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14,208,674 |
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16,757,115 |
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- |
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- |
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3,834,217 |
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4,311,559 |
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121.14 |
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119.44 |
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(648 |
) |
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3.65 |
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14,308,254 |
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21,440,227 |
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- |
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- |
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3,677,833 |
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4,733,261 |
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102.37 |
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101.68 |
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1,905 |
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3.43 |
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(1) |
NEOs included in these columns reflect the following: |
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N/A |
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Mr. LaRossa |
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Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters |
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N/A |
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Mr. LaRossa |
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Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters |
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Mr. Izzo |
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Mr. LaRossa |
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Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. Carr |
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Mr. Izzo |
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N/A |
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Mr. Cregg, Mr. LaRossa, Ms. Linde, and Mr. Daly |
(2) |
Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table for each applicable year. |
(3) |
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables below. For PSUs with a relative TSR metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP. The range of estimates used in the Monte Carlo calculations are as follows: (i) for 2024, volatility between 19.1%-19.3% and risk-free rate between 4.1%-4.2%; (ii) for 2023, volatility between 20%-22% and risk-free rate between 4.1%-4.7%; (iii) for 2022, volatility between 19%-41% and risk-free rate of 0.1%; (iv) for 2021, volatility between 30%-32% and risk-free rate between 0.4%-0.7%; and (v) for 2020, volatility between 22%-24% and risk-free rate between 4.3%-4.6%. For PSUs with a ROIC metric, fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. For a discussion of the assumptions made in the valuation at grant, see Note 18 to the Consolidated Financial Statements included in our Form 10-K. In calculating the ‘compensation actually paid’ amounts reflected in the columns below, the adjustments made to the pension benefit values were computed in accordance with U.S. GAAP. For each fiscal year reflected, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K. |
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Summary Compensation Table Total for PEO |
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Minus: Grant Date Fair Value of Equity Awards Granted in Fiscal Year |
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(8,500,035) |
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Minus: Change in Pension Value |
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- |
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Plus: Pension Service Cost and Associated Prior Service Cost |
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231,332 |
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Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
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11,414,760 |
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Plus: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
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5,232,447 |
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Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year |
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2,825,682 |
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Plus: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
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6,078,318 |
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Minus: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year |
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- |
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Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation |
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1,709,242 |
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Compensation Actually Paid for PEO |
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Summary Compensation Table Total for NEOs (other than PEO) |
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Minus: Grant Date Fair Value of Equity Awards Granted in Fiscal Year |
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(1,800,049) |
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Minus: Change in Pension Value |
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(57,000) |
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Plus: Pension Service Cost and Associated Prior Service Cost |
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115,853 |
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Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
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2,417,339 |
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Plus: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
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1,138,527 |
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Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year |
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598,360 |
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Plus: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
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912,101 |
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Minus: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year |
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- |
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Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation |
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334,503 |
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Compensation Actually Paid for NEOs (other than PEO) |
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(4) |
The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index (Dow Jones Utilities (DJU) Index), as disclosed in our 2024 Annual Report on Form 10-K for fiscal year ended 2024 pursuant to Item 201(e) of Regulation S-K. |
(5) |
Amounts reflect PSEG’s net income as reported in our audited financial statements for the applicable year. |
(6) |
While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP Operating EPS is the financial performance measure that, in PSEG’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to Company performance. |
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| Company Selected Measure Name |
Operating EPS
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| Named Executive Officers, Footnote |
(1) |
NEOs included in these columns reflect the following: |
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N/A |
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Mr. LaRossa |
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Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters |
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N/A |
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Mr. LaRossa |
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Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters |
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Mr. Izzo |
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Mr. LaRossa |
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Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. Carr |
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Mr. Izzo |
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N/A |
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Mr. Cregg, Mr. LaRossa, Ms. Linde, and Mr. Daly |
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| Peer Group Issuers, Footnote |
The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index (Dow Jones Utilities (DJU) Index), as disclosed in our 2024 Annual Report on Form 10-K for fiscal year ended 2024 pursuant to Item 201(e) of Regulation S-K.
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| Adjustment To PEO Compensation, Footnote |
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| |
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Summary Compensation Table Total for PEO |
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Minus: Grant Date Fair Value of Equity Awards Granted in Fiscal Year |
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|
(8,500,035) |
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Minus: Change in Pension Value |
|
|
- |
|
Plus: Pension Service Cost and Associated Prior Service Cost |
|
|
231,332 |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
|
|
11,414,760 |
|
Plus: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
5,232,447 |
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Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year |
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|
2,825,682 |
|
Plus: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
|
|
6,078,318 |
|
Minus: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year |
|
|
- |
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation |
|
|
1,709,242 |
|
|
|
|
|
|
Compensation Actually Paid for PEO |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 3,498,175
|
$ 3,578,301
|
$ 2,733,718
|
$ 3,834,217
|
$ 3,677,833
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 7,157,809
|
3,490,761
|
1,371,783
|
4,311,559
|
4,733,261
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
| |
|
|
|
Summary Compensation Table Total for NEOs (other than PEO) |
|
|
|
|
Minus: Grant Date Fair Value of Equity Awards Granted in Fiscal Year |
|
|
(1,800,049) |
|
Minus: Change in Pension Value |
|
|
(57,000) |
|
Plus: Pension Service Cost and Associated Prior Service Cost |
|
|
115,853 |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
|
|
2,417,339 |
|
Plus: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
1,138,527 |
|
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year |
|
|
598,360 |
|
Plus: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
|
|
912,101 |
|
Minus: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year |
|
|
- |
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation |
|
|
334,503 |
|
|
|
|
|
|
Compensation Actually Paid for NEOs (other than PEO) |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The graph below illustrates the trend in “compensation actually paid” over the five years compared to our TSR performance, as well as TSR relative to the DJU Index. This illustrates that compensation decreased in 2021, and TSR performance increased. For 2022, compensation moved in alignment with our TSR performance, decreasing in 2022. In 2023 and 2024, compensation increased in alignment with our TSR performance. Our TSR performance was stronger than the DJU Index in 2020, 2021, 2023 and 2024.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Net Income (Loss) The graph below illustrates the trend in “compensation actually paid” over the five years to our GAAP Net Income (Loss). This illustrates that in 2021, compensation moved in alignment with net income, decreasing in 2021. For 2022, compensation decreased and net income increased. For 2023, both compensation and net income increased. In 2024, compensation increased and net income decreased. See Appendix A for a complete list of items excluded from Net Income in the determination of non-GAAP Operating Earnings.
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Non-GAAP Operating EPS The graph below illustrates the trend in “compensation actually paid” over the five years to our Operating EPS (non-GAAP). This illustrates that in 2021 compensation decreased and Operating EPS increased. For 2022, compensation moved in alignment with Operating EPS, decreasing in 2022. In 2023 and 2024, our compensation increased in alignment with Operating EPS. See Appendix A for a complete list of items excluded from Net Income in the determination of non-GAAP Operating Earnings.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The graph below illustrates the trend in “compensation actually paid” over the five years compared to our TSR performance, as well as TSR relative to the DJU Index. This illustrates that compensation decreased in 2021, and TSR performance increased. For 2022, compensation moved in alignment with our TSR performance, decreasing in 2022. In 2023 and 2024, compensation increased in alignment with our TSR performance. Our TSR performance was stronger than the DJU Index in 2020, 2021, 2023 and 2024.
|
|
|
|
|
| Tabular List, Table |
Most Important Company Performance Measures for Determining Executive Compensation As also required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, below is a list of the performance measures that are considered the most important by the Company in determining executive compensation for the 2024 performance year. The performance measures included in this table are not ranked by relative importance.
|
|
|
|
|
|
|
|
|
|
Most Important Performance Measures |
|
|
|
|
|
|
|
Operating Earnings Per Share (non-GAAP) |
|
|
|
|
|
|
|
Relative Total Shareholder Return |
|
|
|
|
|
|
|
Return on Invested Capital |
|
|
|
|
|
|
|
Earnings Per Share Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Shareholder Return Amount |
$ 169.91
|
119.14
|
114.98
|
121.14
|
102.37
|
| Peer Group Total Shareholder Return Amount |
133.53
|
115.43
|
121.88
|
119.44
|
101.68
|
| Net Income (Loss) |
$ 1,772,000,000
|
$ 2,563,000,000
|
$ 1,031,000,000
|
$ (648,000,000)
|
$ 1,905,000,000
|
| Company Selected Measure Amount |
3.68
|
3.48
|
3.47
|
3.65
|
3.43
|
| Volatility Minimum |
19.10%
|
20.00%
|
19.00%
|
30.00%
|
22.00%
|
| Volatility Maximum |
19.30%
|
22.00%
|
41.00%
|
32.00%
|
24.00%
|
| Risk Free Rate Minimum |
4.10%
|
4.10%
|
0.10%
|
0.40%
|
4.30%
|
| Risk Free Rate Maximum |
4.20%
|
4.70%
|
0.10%
|
0.70%
|
4.60%
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Operating Earnings Per Share (non-GAAP)
|
|
|
|
|
| Non-GAAP Measure Description |
While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP Operating EPS is the financial performance measure that, in PSEG’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to Company performance.
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Relative Total Shareholder Return
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Return on Invested Capital
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Earnings Per Share Growth
|
|
|
|
|
| Measure:: 5 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
ESG Index
|
|
|
|
|
| Mr. LaRossa [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 12,367,961
|
$ 11,778,863
|
$ 9,510,542
|
|
|
| PEO Actually Paid Compensation Amount |
$ 31,359,707
|
$ 12,972,702
|
$ 6,408,817
|
|
|
| PEO Name |
Mr. LaRossa
|
Mr. LaRossa
|
Mr. LaRossa
|
|
|
| Mr. Izzo [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
$ 12,869,210
|
$ 14,208,674
|
$ 14,308,254
|
| PEO Actually Paid Compensation Amount |
|
|
$ 1,495,352
|
$ 16,757,115
|
$ 21,440,227
|
| PEO Name |
|
|
Mr. Izzo
|
Mr. Izzo
|
Mr. Izzo
|
| PEO | Mr. LaRossa [Member] | Pension Adjustments Prior Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 231,332
|
|
|
|
|
| PEO | Mr. LaRossa [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(8,500,035)
|
|
|
|
|
| PEO | Mr. LaRossa [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
11,414,760
|
|
|
|
|
| PEO | Mr. LaRossa [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
5,232,447
|
|
|
|
|
| PEO | Mr. LaRossa [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
2,825,682
|
|
|
|
|
| PEO | Mr. LaRossa [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
6,078,318
|
|
|
|
|
| PEO | Mr. LaRossa [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,709,242
|
|
|
|
|
| Non-PEO NEO | Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(57,000)
|
|
|
|
|
| Non-PEO NEO | Pension Adjustments Prior Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
115,853
|
|
|
|
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,800,049)
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
2,417,339
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,138,527
|
|
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
598,360
|
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
912,101
|
|
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 334,503
|
|
|
|
|
