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PUBLIC SERVICE ENTERPRISE GROUP INC

For the period ended Apr 22, 2025. Filed Mar 13, 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.

Apr 22, 2025 · Filed Mar 13, 2025

PEG$72.61-0.7%Stored close · as of Nov 6, 2026
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Contents

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 ofpre-determined goals.

46 PSEG 2025 Proxy Statement

Target and Actual Performance Levels for 2024 Financial Metrics

Operating EPS(non-GAAP) excludes mark-to-market activity, Nuclear Decommissioning Trust (NDT) related activity and other infrequent items. We use anon-GAAP measure because we believe it better reflects operating performance and more directly relates to ongoing operations of the business. See Appendix A for reconciliation to GAAP ofnon-GAAP Operating Earnings.

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.

2022 LTIP (2022 – 2024 Performance Period)
70% PSUs • Rewards strong financial and stock price performance over a longer time frame than annual awards • Facilitates retention as recipient generally must remain an employee through vesting dates to earn payout, unless retirement eligible • Aligns the interest of officers with long-term stockholder value30% RSUs • Facilitates retention as recipient generally must remain an employee through vesting dates to earn payout, unless retirement eligible • Aligns the interest of officers with long-term stockholder value

RSUs are denominated in units of common stock and vest beginning with 2024 grant, on a graded basis over three years starting from the date of grant. At the end of the vesting period, shares are payable in common stock. 2022 and 2023 RSUs are denominated in units of common stock and cliff vest over three years. 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.

PSEG 2025 Proxy Statement 47

2022 PSU Grant Result: LTIP awards of PSUs made for the three-year performance period ended December 31, 2024, 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 ROIC, EPS growth and ESG index.

40% Relative TSR20% EPS Growth20% ESG Index20% Relative ROIC
Rewards management when we deliver value to shareholders in excess of our peersMeasured on (1) operating earnings per share in year three and (2) issuance of earnings guidance for 2025 that supports 5-7% CAGR rangeBased on actual attainment of goals for methane reduction, energy efficiency electric and gas savings, carbon free generation and relative performance in the Sustainalytics risk ratingRewards management for managing our business and capital better than our 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 calculating the 25th, 50th and 75th percentiles of the peer group actual results, inclusive of PSEG’s actual result. Payout percent above and below target will be interpolated based on PSEG’s results over the three-year performance period, as illustrated below.

For 2022 grants, the peer group consisted of 18 companies plus PSEG.

Based on the performance results for that period, as approved by the O&CC, Mr. Cregg, Ms. Hanemann, Ms. Linde, and Mr. McFeaters, and as recommended by the O&CC and approved by the Board, Mr. LaRossa, will receive payment in 2025 of shares of our common stock equal to 163% (see table below) of the grant target.

The total 163% PSU payout for the 2022 PSU grants is derived from the following factors:

MetricWeightingTarget/Payout RangeScoreResults
Total Shareholder Return40%Percentile within peer group:>75th (Top Quartile) = 200%50th = Target = 100%25th = Threshold = 20%200%• Top quartile
EPS Growth20%Measured on (1) operating earnings per share in year three and (2) issuance of earnings guidance for 2025 that supports 5-7% CAGR range69%• Exceeded our 2024 EPS target, but was on the low end of our 5% to 7% targeted 2025 growth rate
ESG Index20%Targets, thresholds and maximums were established in accordance with our 2022-2024 Business Plan for the following metrics: (1) EE program targets for electric savings, (2) EE program targets for gas savings, (3) methane reductions driven by GSMP, (4) carbon free generation, and (5) Sustainalytics risk rating.148%• High end of our targeted range of electric savings • Above base target for gas savings • High end of our targeted range of methane reductions • Above base target for our carbon free generation • Top quartile for Sustainalytics ESG Risk Rating
Return on Invested Capital20%Percentile within peer group:>75th (Top Quartile) = 200%50th = Target = 100%25th = Threshold = 20%200%• Top quartile

Determination of Individual Payouts for Executives: Based on these results, participants earned a PSU payout of 163% for 2022 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 February 28, 2025, $81.04.

48 PSEG 2025 Proxy Statement

These amounts are reported in the Option Exercises and Stock Vested during 2024 Table.

NEOPSUsGranted(#)PSUsEarned(#)(1)PSUsPayout($)(1)
Ralph A. LaRossa82,538147,44111,948,648
Daniel J. Cregg18,33033,1172,683,765
Kim C. Hanemann12,88123,2721,885,956
Tamara L. Linde13,87225,0622,031,052
Charles V. McFeaters4,4598,056652,859
(1)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:

•50% relative TSR versus the peer panel;
•25% EPS growth; and
•25% ESG priorities:
•Methane reduction target
•Carbon-free generation target
•Energy efficiency target – electric
•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 statednon-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 aresub-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 athree-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

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 (includingnon-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% fornon-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 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.

50 PSEG 2025 Proxy Statement

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 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.

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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.