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PACIFIC GAS & ELECTRIC Co

For the period ended May 22, 2025. Filed Apr 10, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 10, 2025

PCG-PA$20.04-0.5%Stored close · as of Nov 6, 2026
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Contents

Compensation Framework

Our core executive compensation program, which consists of base salary, a cash-based short-term incentive, and equity-based annual long-term incentive awards granted in the form of PSUs, is applied consistently to NEOs of both PG&E Corporation and the Utility.

Core Pay Component and Rationale(1)2024 PG&E Corporation CEO Target Direct Compensation Mix(2)2024 NEO Target Direct Compensation Mix(3)2024 Performance MeasuresPerformance PeriodForm of Payment
Base Salary Fixed pay to attract and retain talent; takes account of scope, performance and experienceN/AN/ACash
Short-Term IncentivesVariable pay to incent and recognize performance in areas of short-term strategic importance• Safety• Customer• Financial • IndividualSpecific metrics associated with each category; see belowOne yearCash
Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders• Safety• Customer• FinancialSpecific metrics associated with each category; see belowThree yearsPSUs

(1) In addition to these core direct components of compensation, during 2024 NEOs were eligible to participate in post-employment benefit programs on terms broadly similar to our other coworkers, and were covered by an executive severance plan. Two NEOs also received equity awards outside the annual grant process; see Additional Awards to Current Executives and New Hire Awards to New Executives for additional details.

(2) Reflects 2024 target compensation mix for Ms. Poppe, the CEO of PG&E Corporation.

(3) Reflects average target compensation for all of our NEOs as of December 31, 2024 other than Ms. Poppe. Mix for each NEO is calculated based on eligible earnings for STIP purposes, the target STIP amount for 2024, and the approved target LTIP value for the year.

The core elements of our 2024 executive compensation framework remain largely consistent with 2023, with no changes to the PSU metrics or weightings. The STIP design was revised, with the number of weighted metrics reduced from thirteen to ten, to simplify the design and reduce overlap, while maintaining an emphasis on outcome-oriented and risk reduction metrics.

The wildfire risk reduction metric weighted at 15% in 2023 was incorporated into the fire ignition metric as a modifier to the calculation for 2024, with the weighting of that redefined metric increased from 10% to 25%. The fire ignition metric was further updated to be measured on a weather-normalized basis from 2024. This change enhances the alignment with our focus on wildfire risk reduction, by potentially reducing the outcome of that entire element of the STIP to zero in the event of certain ignitions.

The quality pass rate metric weighting was reduced from 15% to 10%, enabling an increase in the operating cash flow metric weighting from 5% to 10%. This change resulted in the aggregate weighting of financial metrics in the STIP increasing to 30%.

The aggregate weighting of customer-related metrics was held constant at 10%. The two emergency response metrics were removed, in favor of increasing the focus on customers experiencing multiple interruptions (CEMI-5 and CEMI-10).

These changes continue to promote the alignment of our executive compensation program with operating safely and providing affordable reliable services to customers, while promoting long-term financial stability and performance.

PG&E Corporation| Pacific Gas and Electric Company 2025 Joint Proxy Statement 50

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.