PACIFIC GAS & ELECTRIC Co
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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Dec 31, 2025 · Filed Apr 9, 2026
Contents
Commitment to Compliance
The Utility is subject to AB 1054, a California law which, among other things, establishes certain criteria regarding the design of the Utility’s executive compensation program. Although these criteria only apply to the Utility’s executive officers as defined in AB 1054, the criteria have also influenced the executive compensation design and arrangements for officers at PG&E Corporation. There are also additional executive compensation requirements that the Utility is subject to as a result of the POR OII.
| Requirement(1) | How We Achieve This(2) |
|---|---|
| Compensation should be structured to promote safety as a priority and to ensure public safety. | •Incentive plan metrics are weighted toward customer and workforce welfare, placing a priority on public safety.•All LTIP awards also incent customer and public welfare directly through customer and safety focused performance metrics and indirectly due to their exposure to absolute and relative stock performance. |
| A significant portion of long-term incentive compensation shall be based on safety, customer satisfaction, engagement, and welfare; the remaining portion may be based on financial performance or other considerations. | •PSU metrics promote customer experience and public safety. |
| Compensation should be structured to promote utility financial stability. | •Incentive plan metrics collectively promote customer, public, and workforce safety, thus contributing indirectly to financial stability.•The STIP metrics include core earnings per share and operating cash flow, which are key measures of financial health and indicators of financial stability.•All equity compensation is subject to changes in stock price. Additionally, PSUs are subject to a financial or relative TSR metric that reduces payouts if our relative returns lag those of other peer utilities. |
| Incentive compensation should be based on meeting performance metrics that are measurable and enforceable. | •Incentive plan metrics are designed to be objective, measurable, enforceable, and auditable.•Metrics are predominantly outcome-based, focused on end results rather than operational activity or effort. |
PG&E Corporation| Pacific Gas and Electric Company 2026 Joint Proxy Statement 48
| Requirement(1) | How We Achieve This(2) |
|---|---|
| Guaranteed cash compensation should be limited, with the primary portion of executive officers’ compensation based on the achievement of objective performance metrics. | •Compensation structure emphasizes at-risk, performance and/or stock-based variable pay, making up an average of 74% of all NEO target compensation in 2025.•STIP awards are based entirely on the achievement of quantitative performance metrics, prior to the application of any individual performance modifier.•PSUs are aligned with shareholders and are performance-based through the application of performance metrics that determine the level of any payout. |
| The compensation structure must not include any guaranteed monetary incentives. | •Short- and long-term incentives are at risk through the application of performance measures and/or share price exposure.•The only guaranteed cash payment is base salary. |
| The compensation should include a significant long-term element based on the electrical corporation’s long-term performance and value, held or deferred for at least three years. | •LTIP awards represent a significant portion of total compensation.•Performance-based equity is subject to a three-year performance period. |
| Ancillary compensation that is not aligned with shareholder and taxpayer interests in the electrical corporation should be minimal or eliminated. | •Since 2022, executive officers are not eligible to receive stipends. |
(1) This is an abbreviated summary of some of the criteria and not intended to be comprehensive or contain formal legal definitions.
(2) Comments in this column with regard to target compensation refer to the aggregate of eligible earnings for STIP purposes, the target STIP amount for 2025, and the approved target LTIP grant value for the year (inclusive of promotion awards as applicable), for our serving NEOs on December 31, 2025.
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