PUBLIC SERVICE ENTERPRISE GROUP INC

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. All NEOs’ increases ranged from 3.5% to 6.1% effective January 1, 2023. Mr. McFeaters’ salary increased 46% upon his promotion to President and CNO on May 20, 2023.

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 and business unit earnings (where applicable), a business unit scorecard, critical and strategic goals. The business unit scorecard metrics are comprised of goals based on financial, operational and strategic performance of the respective business unit. The focus is on performance measured against benchmarked targets and continuous improvement from prior year. 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.

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All executive officers have strategic “People Strong” goals. The People Strong goal emphasizes fostering a culture of inclusion both internally and externally and PSEG’s Core Commitment to DEI. Through our commitment to DEI, we will more effectively serve customers, shareholders and communities. The business unit scorecard and other strategic goals focus on the following categories: People, Safe, Reliable, Green and Economic, 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). People-related goals include OSHA benchmarks.

Safe and Reliable includes System Average Interruption Duration Index, cybersecurity measures and other reliability measures and JD Power measures. Green includes renewable energy generation, energy efficiency and performance indicators. Economic focuses on financial measures including controllable O&M and cash generation.

Strategic Enterprise-wide scorecard categories include Critical Initiatives, PSE&G investment programs, long-term nuclear solution and PSEG Long Island operations.

Each NEO’s performance under each applicable factor – corporate EPS, business unit earnings, business unit scorecard and strategic goals – could range from zero to 2.0 (200%) based on the achievement ofpre-determined goals.

For 2024, as a result of our total rewards review, we have simplified our annual incentive program by reducing the number of metrics of our scorecards, eliminating the business unit financial factor with an increased focus on EPS, and segregating our critical initiatives from the scorecard into its own category.

Target and Actual Performance Levels for 2023 Financial Metrics

Operating EPS(non-GAAP) excludes mark-to-market activity, Nuclear Decommissioning Trust (NDT) related activity and other material infrequent items. In order to provide a consistent comparison of earnings, PSE&G and PSEG Power’snon-GAAP Operating Earnings results are adjusted for interest rate variances versus the business plan. We used thesenon-GAAP measures because we believe they better reflect operating performance and more directly relate to ongoing operations of the businesses. See Appendix A for reconciliation to GAAP ofnon-GAAP Operating Earnings.

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Executive Long-Term Incentive

Annual equity grants are typically made each February. Factors that are considered in determining the award amounts are the competitive market and the individual’s role, responsibilities, contributions, as well as talent retention needs. With respect to the CEO, the O&CC develops a recommended award opportunity in consultation with CAP and presents the proposal for approval by the Board.

RSUs are denominated in units of common stock and currently cliff vest at the end of three years, payable in shares of our common stock. For 2024, RSUs will vest on a graded basis over three years starting on the date of the grant. PSUs are denominated in units of common stock and are subject to achievement of certain performance goals over a three-year period, vesting at the end of the performance period.

2021 PSU Grant Result: LTIP awards of PSUs made for the three-year performance period ended December 31, 2023 were reported in our Proxy Statement at fair value at the time of the grants. These PSU grants were subject to the achievement of goals related to relative TSR and relative ROIC versus peers.

We determine ROIC by dividing Net Income (adjusted for interest expense) by debt and equity.

The performance schedule for relative TSR and ROIC is determined by ranking within the peer group. Shown below are the ranks and payout factors at threshold, target and maximum levels and our actual rank for this period:

For 2021 grants, the peer group consisted of 18 companies plus PSEG.

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Based on the performance results for that period, as approved by the O&CC, Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters, and as recommended by the O&CC and approved by the Board, Mr. LaRossa, will receive payment in 2024 of shares of our common stock equal to 50% (see table below) of the grant target.

Determination of Individual Payouts for Executives: Based on these results, participants earned a PSU payout of 50% for 2021 PSU grant. The dollar amount of each payout, made in shares of our common stock, is shown below, calculated using the average of the high and low price of our common stock on March 1, 2024, $62.00. These amounts are reported in the Option Exercises and Stock Vested during 2023 Table.

2023 Grants: The PSU components recognize that we are predominantly a regulated company and are reflective of our commitment to long-term growth, our ESG leadership position and carbon-free generation. For 2023, we removed relative ROIC and increased the weightings of relative TSR, EPS growth and ESG priorities. The metrics for our 2023 – 2025 PSU award, granted in February 2023, are as follows:

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 at the end of three years. For 2024, RSUs will vest on a graded basis over three years starting on the date of the grant.

The grants included in our Summary Compensation Table were approved in February 2023 for the NEOs. These grants have a three-year performance period ending December 31, 2025 and are shown in the 2023 Grants of Plan-Based Awards Table. These awards are also reported in the Summary Compensation Table at the grant date fair value.

2023 Additional Grants: In 2023 we granted additional long-term incentive awards outside of our February 2023 grant date cycle to two NEOs.

On April 17, 2023, Mr. Cregg received a retention award in the amount of $2 million in the form of RSUs. The vesting of this award is conditioned on Mr. Cregg remaining an active employee of PSEG or one of its subsidiaries through January 1, 2025.

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On May 22, 2023, Mr. McFeaters received a supplemental long-term incentive award upon his promotion to President and CNO. In conjunction with Mr. McFeaters’ grant made in February 2023 as SVP, Nuclear Operations, the supplemental long-term incentive award was to bring his total compensation in line with peer President and CNO market levels. The May 2023 award has the same components and performance period as the February 2023 award.

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 tax obligations. 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.

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. Linde and Ms. Hanemann 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 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 2023 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 to provide for the “4/4 Program” effective January 1, 2025. Under the 4/4 Program, new hires on or after January 1, 2025, will be given the choice to 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 MAST, or the 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: In order to support succession planning and knowledge transfer, we have implemented a new 6-month retirement notice program. 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. Current practice is topro-rate the vesting of RSUs and PSUs for retirement eligible employees.

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 achange-in-control to officers. Achange-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 achange-in-control, we provide a competitive severance package.

Our Key Executive Severance Plan does not provide forgross-up payments from us in the event that any NEO or other participant is subject to an excise tax related to receipt of achange-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 achange-in-control. PSU payments, if any, are prorated. No benefits are paid in the event of a termination for cause.

Severance andchange-in-control benefits are described under Potential Payments Upon Termination of Employment or Change-in-Control.

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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, 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 2023 Summary Compensation Table, as applicable.

We do not provide a taxgross-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.