PUBLIC SERVICE ENTERPRISE GROUP INC
For the period ended Apr 22, 2025. Filed Mar 13, 2025.
View on SEC.govAbout 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
Contents
PROXY STATEMENT SUMMARY
This summary highlights information that is contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.
ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS
At the Annual Meeting, you will be asked to vote on the following proposals. It is our recommendation that you vote in favor of Proposals 1, 2, 3(a), 3(b), 3(c), and 4.
| Proposal · BoardRecommendation · PageReference | |||
|---|---|---|---|
| 1. | Election of Directors | FOR | 8 |
| 2. | Advisory Vote on the Approval of Executive Compensation | FOR | 39 |
| 3(a). | Management Proposal to Eliminate Supermajority Voting Requirements for Certain Business Combinations | FOR | 74 |
| 3(b). | Management Proposal to Eliminate Supermajority Voting Requirements to Remove a Director Without Cause | FOR | 74 |
| 3(c). | Management Proposal to Eliminate Supermajority Voting Requirement to Make Certain Amendments to Our By-Laws | FOR | 75 |
| 4. | Ratification of the Appointment of Deloitte as Independent Auditor for 2025 | FOR | 76 |
Ensuring that our Board has the optimal balance of skills, viewpoints, perspectives, and experiences is a top priority of the Board and the Governance, Nominating and Sustainability Committee (Governance Committee). The nominees for whom you are being asked to vote are a group of highly qualified leaders with a broad range of business, industry, and academic experience.
For additional information about the backgrounds, experience, skills, and qualifications of each individual nominee, please see the charts on page 2 and pages 8-11 and biographical data on pages 13-18.
PSEG 2025 Proxy Statement 1
WHAT’S NEW?
| Elimination of Supermajority Voting Requirements in Certificate of Incorporation and By-Laws - we are committed to removing all supermajority voting requirements from our governing documents and, for a third year in a row, include in the Company’s proxy statement a management proposal for shareholders to approve amendments to our Certificate of Incorporation and By-Laws to eliminate provisions requiring a supermajority vote for certain actions, see page 74. Average Age of Directors - new graphic depicting average age of Directors is 65.3 years, see below. Enhanced Skills, Qualifications & Experience Matrix - incorporated definitions of each qualification, added new category titled “Executive Leadership & Business Strategy,” see pages 8 and 9. | CPA-Zicklin Top Recognition of “Trendsetter” - awarded for the second consecutive year by CPA-Zicklin Index of Corporate Political Disclosure and Accountability. Spotlighted PSEG’s 501(c)(4) contribution policy as “thorough and detailed,” see page 32. Governance Highlights - updated presentation of our governance best practices, including four categories titled Board Composition, Executive Compensation and Succession Planning, Shareholder Empowerment and Engagement, and Governance Best Practices, see page 4. |
|---|
GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES
2 PSEG 2025 Proxy Statement
OUR DIRECTOR NOMINEES
| Name | Age* | DirectorSince | Primary Occupation** | Independent | CommitteeMemberships*** |
|---|---|---|---|---|---|
| Ralph A. LaRossa | 61 | 2022 | Chair of the Board, President and Chief Executive Officer of PSEG | E (Chair) | |
| Susan Tomasky Lead Independent Director | 72 | 2012 | Retired President of AEP Transmission of American Electric Power Corporation | ● | E |
| Willie A. Deese | 69 | 2016 | Retired Executive Vice President of Merck & Co. Inc. | ● | A, E, G (Chair), O |
| Jamie M. Gentoso | 48 | 2022 | President of Holcim Building Envelope; Global Head of Solutions & Products Business Unit, Holcim | ● | F, IO |
| Barry H. Ostrowsky | 74 | 2018 | Retired President and Chief Executive Officer of RWJBarnabas Health, Inc. | ● | A (Chair), E, F, O |
| Ricardo G. Pérez | 65 | 2024 | Retired President and Chief Operating Officer of Westinghouse Electric Company | ● | G, IO |
| Valerie A. Smith | 69 | 2022 | President of Swarthmore College | ● | G, O |
| Scott G. Stephenson | 67 | 2020 | Retired Chairman of the Board, President and Chief Executive Officer of Verisk Analytics, Inc. | ● | A, F (Chair), IO |
| Laura A. Sugg | 64 | 2019 | Retired President of Australasia Division of ConocoPhillips Corporation | ● | A, F, IO (Chair) |
| John P. Surma | 70 | 2019 | Retired Chairman of the Board and Chief Executive Officer of United States Steel Corporation | ● | G, IO, O (Chair) |
| Kenneth Y. Tanji | 59 | 2023 | Retired Executive Vice President and Chief Financial Officer , Prudential Financial, Inc. | ● | A, F |
*Director age as of the 2025 Annual Meeting
**CEO=Chief Executive Officer; EVP=Executive Vice President; COO=Chief Operating Officer; CFO=Chief Financial Officer
***A=Audit; E=Executive; F=Finance; G=Governance, Nominating and Sustainability; IO=Industrial Operations; O=Organization and Compensation; Committee Chair and member positions are indicated as of the date of this Proxy Statement
We anticipate that all Committee Chair terms (with the exception of the Executive Committee Chair) will expire in April 2026 to align each of them with the Lead Independent Director’s four-year term.
PSEG 2025 Proxy Statement 3
Governance Highlights
| Board Composition | Executive Compensation and Succession Planning |
|---|---|
| • Board features broad qualifications, skills, perspectives and backgrounds • Balanced Board tenure and age, 10 out of 11 Directors are independent • Regular Board refreshment that has elected four new Independent Directors in the last three years • All Board Committees (other than Executive Committee) are comprised entirely of Independent Directors and chaired by Independent Directors | • Pay for performance, with a significant portion of target compensation at risk • Independent executive compensation consultant reviews programs and practices • Robust stock ownership requirements for Directors and executives • Executive compensation clawback practices • Disclosure of forward-looking targets for performance share units (PSUs) • Succession planning for CEO and key executives |
| Shareholder Empowerment and Engagement | Governance Best Practices |
|---|---|
| • All Directors stand for shareholder election annually • Majority voting for Directors with a Director resignation policy • Year-round shareholder engagement that includes participation from Independent Director and executive leadership • Published process for shareholders to communicate with the Board • Proxy access • Stockholders’ right to call special meetings (25% of shares cast) • No poison pill | • Strong Lead Independent Director with clear, disclosed duties • Annual review and disclosure of political contributions • Board oversight of sustainability, climate change, cybersecurity, and human capital management specified in Committee charters • Numerical limit on outside public company Board memberships • Enhanced Board assessment process, including individual Director self and anonymous peer assessments and a third-party independent assessment at least every five years |
Sustainability Highlights
Top-tier safety, reliability and customer service, while maintaining customer bill affordability
Extension through 2025 of phase two of PSE&G’s Gas System Modernization Program (GSMP), with total program investment of ~$900 million. Reduced methane emissions to date by over 30% compared to 2018 levels with GSMP
Approval for ~$2.9 billion of investments for the PSE&G Clean Energy Future - Energy Efficiency II Program through June 2027
Completion of PSE&G’s Advanced Metering Infrastructure (AMI) program, installing ~2.2 million electric smart meters in New Jersey
Named to Newsweek’s 2025 America’s Most Responsible Companies list as the top utility in the Energy & Utilities industry
#1 in Customer Satisfaction with Residential Electric and Gas Service in the East among Large Utilities by J.D. Power in 2024
Dow Jones Sustainability Index - North America, 17th consecutive year
Morgan Stanley Capital International (MSCI) rates PSEG at AAA, its highest corporate environmental, social and governance (ESG) rating
4 PSEG 2025 Proxy Statement
2024 PERFORMANCE SNAPSHOT
The charts below compare the relative contributions to earnings of PSE&G, PSEG Power LLC (PSEG Power or Power) & Other over the past five years and show our earnings growth in those years. Our financial highlights are presented below.
We are a public utility holding company that is predominantly a regulated electric and gas utility and a nuclear generation business. Our business plan focuses on achieving growth by allocating capital primarily toward regulated investments in an effort to continue to improve the sustainability and predictability of our business, while focusing on modernizing our energy infrastructure, improving reliability and resilience, increasing energy efficiency and delivering cleaner energy to meet customer expectations and be well aligned with public policy objectives. You can find a more comprehensive discussion of our 2024 business and financial performance in our 2024 Annual Report on Form 10-K. The decrease in Net Income in 2024 was primarily driven by MTM activity, as indicated in Appendix A. See Appendix A for a complete list of items excluded from Net Income in the determination ofnon-GAAP Operating Earnings.
Financial Highlights
| Dollars in Millions, except per share amounts | 2024 | 2023 |
|---|---|---|
| Operating Revenues | 10,290 | 11,237 |
| Net Income | 1,772 | 2,563 |
| Operating Earnings (non-GAAP) | 1,839 | 1,742 |
| Total Assets | 54,640 | 50,741 |
| Earnings Per Share (EPS) – Diluted | ||
| Net Income | 3.54 | 5.13 |
| Operating Earnings (non-GAAP) | 3.68 | 3.48 |
| Dividends Paid per Share | 2.40 | 2.28 |
| Market Price per Share – Year-end | 84.49 | 61.15 |
PSEG 2025 Proxy Statement 5
EXECUTIVE COMPENSATION HIGHLIGHTS
| 94.1% Approval in 2024 | SAY ON PAY Stockholders continued to show strong support for our executive compensation programs, with 94.1% of the votes cast for the approval of the “say on pay” proposal at our 2024 Annual Meeting. |
|---|
Our executive compensation programs are benchmarked against our peers and helps us recruit and retain top talent. It closely links pay to performance in order to align our leadership team’s interests with stockholders’ interests.
Our independent compensation consultant, Compensation Advisory Partners LLC (CAP), provides executive compensation services to the Organization and Compensation (O&CC) and the Board.
| Key Components | Type | Rationale |
|---|---|---|
| Base salary | Fixed | Experience, skills, scope of role, performance, and competitive market. |
| Annual cash incentive award under our Management Incentive Compensation Plan (MICP) | Variable performance-based | Emphasis on Operating EPS (non-GAAP) as the corporate financial objective, business scorecards, including operational and people metrics, and critical strategic initiatives. Payout opportunity from zero to 200% of target percentage of salary. |
| Equity-based incentive awards under our Long-Term Incentive Plan (LTIP), consisting of PSUs and restricted stock units (RSUs) | Variable performance-based | PSUs (70% for the Named Executive Officers (NEOs)) are measured over a three-year period based upon: (i) Total Shareholder Return (TSR) vs. peers; (ii) EPS growth; and (iii) ESG Index priorities with the opportunity to earn between zero and 200% of target. PSUs cliff vest at the end of the three-year period, unless retirement eligible, when PSUs vest 1/36 per month. RSUs (30% for the NEOs) have graded vesting over 3-years (1/3 per year), unless retirement eligible, when RSUs vest 1/12 per month over one year. All of our NEOs are retirement eligible. |
| Retirement and post-employment benefits | Assist in attracting and retaining our executives and provide a competitive benefits package to our employees. |
6 PSEG 2025 Proxy Statement
Executive Pay Mix
For 2024, the target annual and long-term incentive pay for our CEO and other NEOs as a group was 89% and 76%, respectively, of target Total Direct Compensation.
2024 TARGET COMPENSATION SUMMARY
| Executive · BaseSalary ($) · AnnualIncentive · Target TotalCash ($) · Long-Term Incentive ($) · Target TotalCompensation($) | ||||||
|---|---|---|---|---|---|---|
| PSUs · RSUs | ||||||
| Ralph A. LaRossa | 1,345,600 | 135% | 3,162,160 | 5,950,007 | 2,550,028 | 11,662,195 |
| Daniel J. Cregg | 825,000 | 90% | 1,567,500 | 1,680,038 | 720,048 | 3,967,586 |
| Kim C. Hanemann | 775,000 | 85% | 1,433,750 | 1,260,012 | 540,007 | 3,233,769 |
| Tamara L. Linde | 737,400 | 85% | 1,364,190 | 1,260,012 | 540,007 | 3,164,209 |
| Charles V. McFeaters | 676,000 | 75% | 1,183,000 | 840,052 | 360,024 | 2,383,076 |
PSEG 2025 Proxy Statement 7
Overview of Board Nominees –Diversity of Skills, Qualifications and Experience
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.