PACIFIC GAS & ELECTRIC Co
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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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.
Dec 31, 2025 · Filed Apr 9, 2026
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 and RSUs, is applied consistently to NEOs of both PG&E Corporation and the Utility.
| Core Pay Component and Rationale(1) | 2025 PG&E Corporation CEO Target Direct Compensation Mix(2) | 2025 NEO Target Direct Compensation Mix(3) | 2025 Performance Measures | Performance Period | Form of Payment |
|---|---|---|---|---|---|
| Base Salary Fixed pay to attract and retain talent; takes account of scope, performance, and experience | N/A | N/A | Cash | ||
| Short-Term IncentivesVariable pay to incent and recognize performance in areas of short-term strategic importance | • Safety• Customer• Financial • Individual | One year | Cash | ||
| 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• Financial | Three years (cliff) | 70% PSUs | ||
| Continued service | Three years (ratable) | 30% RSUs | |||
(1) In addition to these core direct components of compensation, during 2025 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.
(2) Reflects 2025 target compensation mix for Ms. Poppe, the CEO of PG&E Corporation.
(3) Reflects average target compensation for all of our active NEOs as of December 31, 2025 other than Ms. Poppe. Mix for each NEO is calculated based on eligible earnings for STIP purposes, the target STIP amount for 2025, and the approved target LTIP value for the year.
RSUs were introduced to our 2025 executive compensation framework, which otherwise remained largely consistent with 2024. The STIP design maintained the overall safety, customer and financial weights with minor updates, detailed on page 48, to ensure continued alignment with organizational priorities and regulatory commitments.
These changes continue to align 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 2026 Joint Proxy Statement 46
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