PUBLIC SERVICE ENTERPRISE GROUP INC
For the period ended Apr 21, 2026. Filed Mar 12, 2026.
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Apr 21, 2026 · Filed Mar 12, 2026
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’ salaries, except the CEO’s salary, increased by 3.5% effective January 1, 2025. In addition, Ms. Park received an additional 4.2% effective January 1, 2025, given her new role.
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 New Jersey spend. Customer and Reliability includes System Average Interruption Duration Index, cybersecurity measures, JD Power measures and other reliability measures. Sustainability includes renewable energy generation, energy efficiency and performance indicators.
Strategic critical initiatives for 2025 focused on building a strong safety culture and supporting sustainable growth. These critical initiatives include strengthening and enhancing training and practices to emphasize safety, optimizing vendor management, securing a contract extension at PSEG Long Island and actively addressing customer value.
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 of pre-determined goals.
PSEG 2026 Proxy Statement 47
Compensation Discussion and Analysis – Our Compensation Elements Explained
Target and Actual Performance Levels for 2025 Financial Metrics
Operating EPS (non-GAAP) excludes mark-to-market activity, Nuclear Decommissioning Trust (NDT) related activity and other infrequent items. We use a non-GAAP measure because we believe it better reflects operating performance and more directly relates to ongoing operations of the business. See Appendix A for a reconciliation of GAAP to non-GAAP Operating Earnings.
Executive Long-Term Incentive
Annual equity grants are typically made each February. Factors that are considered in determining award amounts are the competitive market and the individual’s role, responsibilities and 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.
48 PSEG 2026 Proxy Statement
Compensation Discussion and Analysis – Our Compensation Elements Explained
| 2025 LTIP (2025 – 2027 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 value• 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 • Awards can be earned from 0%-200% of target based on Relative TSR (50%), EPS Growth (25%) and Sustainability (25%) | 30% 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 the 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 |
2025 Grants: The metrics for our 2025 – 2027 PSU award, granted in February 2025, are as follows:
50% relative TSR versus the peer panel;
25% EPS Growth; and
25% Sustainability index 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 2025-2027 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 stated non-GAAP Operating EPS Growth rate of 5%-7%, average performance over the 2025-2027 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.
Sustainability Index: Each of the four metrics in the Sustainability index are sub-weighted equally. Payout for the Sustainability 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: -41.2% as a zero payout, -44.4% as target and -47.6% as maximum performance.
Energy Efficiency Electric Savings (GWh) will be measured as follows: 348 as a zero payout, 1,393-2,089 as target range that is consistent with our BPU order and 2,612 as maximum performance.
Energy Efficiency Gas Savings (thousands of therms) will be measured as follows: 11,317 as a zero payout, 45,269-67,904 as target range that is consistent with our BPU order and 84,879 as maximum performance.
Carbon Free Generation (GWh) will be measured as follows: 93,139 as a zero payout, 95,040 as target and 96,941 as maximum performance.
We believe these metrics will drive long-term shareholder value through a sustainable, predictable growth platform.
PSEG 2026 Proxy Statement 49
Compensation Discussion and Analysis – Our Compensation Elements Explained
The mix of the long-term incentive awards is consistent with the prior grants as described below, in the form of 70% PSUs and 30% RSUs vesting 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 2025 for the NEOs. These grants have a three-year performance period ending December 31, 2027, and are shown in the 2025 Grants of Plan-Based Awards Table. These awards are also reported in the Summary Compensation Table at the grant date fair value.
2023 - 2025 PSU Payout
2023 PSU Grant Result: LTIP awards of PSUs made for the three-year performance period ending December 31, 2025, 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, EPS Growth and Environmental, Social and Governance (ESG) Index.
| 50% Relative TSR | 25% EPS Growth | 25% ESG Index |
|---|---|---|
| Rewards management when we deliver value to shareholders in excess of our peers | Measured on operating earnings per share in year three | Based on actual attainment of goals for methane reduction, energy efficiency electric and gas savings, carbon free generation and relative performance in the Sustainalytics risk rating |
The performance schedule for relative TSR 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 2023 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. Park and Mr. McFeaters, and as recommended by the O&CC and approved by the Board, Mr. LaRossa, will receive payment in 2026 of shares of our common stock equal to 163% (see table below) of the grant target.
The total 163% PSU payout for the 2023 PSU grants is derived from the following factors:
| Metric | Weighting | Target/Payout Range | Score | Results |
|---|---|---|---|---|
| Total Shareholder Return | 50% | Percentile within peer group:> or = 75th (Top Quartile) = 200%50th = Target = 100%25th = Threshold = 20% | 200% | • Top quartile |
| EPS Growth | 25% | Measured on operating earnings per share in year three | 163% | • Exceeded our 2025 EPS target |
| ESG Index | 25% | Targets, thresholds and maximums were established in accordance with our 2023-2025 Business Plan for the following metrics: (1) energy efficiency program targets for electric savings, (2) energy efficiency program targets for gas savings, (3) methane reductions driven by GSMP, (4) carbon free generation and (5) Sustainalytics risk rating | 89% | • High end of our targeted range of electric savings • Below our target for gas savings, but within the target range set by the BPU• Below target threshold for methane reductions• Above base target for our carbon free generation • First quartile for Sustainalytics ESG Risk Rating |
Determination of Individual Payouts for Executives: Based on these results, participants earned a PSU payout of 163% for the 2023 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 24, 2026, $85.73.
50 PSEG 2026 Proxy Statement
Compensation Discussion and Analysis – Our Compensation Elements Explained
These amounts are reported in the Option Exercises and Stock Vested during 2025 Table.
| NEO | PSUsGranted(#) | PSUsEarned(#)(1) | PSUsPayout($)(1) |
|---|---|---|---|
| Ralph A. LaRossa | 82,378 | 148,242 | 12,708,770 |
| Daniel J. Cregg | 20,080 | 36,135 | 3,097,818 |
| Kim C. Hanemann | 14,417 | 25,944 | 2,224,166 |
| Grace H. Park | 2,207 | 3,972 | 340,482 |
| Charles V. McFeaters | 10,218 | 18,313 | 1,569,985 |
| (1) | Reflects rounding and includes accrued dividend equivalents earned. |
2026 Grants
For 2026, we maintained the 70% weighting of PSUs in our long-term incentive. However, we removed the Sustainability component and weighted TSR and EPS Growth 50% each. Given that we are a predominately regulated utility, and the energy policy and regulatory environment continues to be dynamic, we believe those metrics are better utilized in our annual incentive. PSEG remains committed to achieving our sustainability goals.
The metrics for our 2026 - 2028 PSU award, granted in February 2026, are as follows:
50% relative TSR versus the peer panel; and
50% EPS Growth.
Each of the metrics will be calculated based on results over the 2026-2028 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 stated non-GAAP Operating EPS Growth rate of 6%-8%, average performance over the 2026-2028 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.
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).
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 (including non-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 provide either a Final Average Pay Component or a Cash Balance Component. Effective January 1, 2026, Pension Plan II was merged into the Pension Plan.
PSEG 2026 Proxy Statement 51
Compensation Discussion and Analysis – Our Compensation Elements Explained
The nature of the individual’s pension plan benefit depends upon the date of hire. Mr. LaRossa, Mr. Cregg and Ms. Hanemann participate in the Final Average Pay Component, as they each began employment before January 1, 1996. Ms. Park and Mr. McFeaters participate in the Cash Balance Component, as they 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 2025 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 Contribution/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 on the dollar up to the first 7% for union represented employees and $0.50 on the dollar up to the first 8% for non-represented employees. Employees in the Core Contribution/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. Additionally, existing Cash Balance Component participants as of December 31, 2024, have been provided with the opportunity to opt into the Core Contribution/401(k) Program. If elected, the change took effect on January 1, 2026. None of the NEOs elected to move to the Core Contribution/401(k) Program.
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 in which they participate, and who 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. For those employees that do not participate in a Pension Plan, they will be treated as retirement eligible, if while employed, they attain age 55 and complete five years of service, or attain age 65. The shares underlying the RSUs and PSUs will be released on the normal distribution dates.
Severance and Change-In-Control Benefits for Executives: We provide to all officers, including the NEOs, severance benefits in the event of certain employment terminations. 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 to officers upon a change-in-control. A change-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 a change-in-control, we provide a competitive severance package.
Our Key Executive Severance Plan does not provide for gross-up payments from us in the event that any NEO or other participant is subject to an excise tax related to receipt of a change-in-control payment. We have transitioned from an automatic “cut back” to a “best net” provision for the excise tax. Under this approach, the executive receives the greater of (a) the full severance benefit (paying the excise tax themselves) or (b) a reduced benefit (cut back), such that they do not trigger the excise tax, but in no event will the Company gross up the executive for the excise tax. The Key Executive Severance Plan includes a “double-trigger” provision on benefits, which are paid only in the event of termination of employment following a change-in-control. PSU payments, if any, are prorated. No benefits are paid in the event of a termination for cause.
Severance and change-in-control benefits are described under Potential Payments Upon Termination of Employment or Change-In-Control.
52 PSEG 2026 Proxy Statement
Compensation Discussion and Analysis – Our Compensation Elements Explained
Limited Perquisites for Executives
We provide certain perquisites that are reasonably aligned with those of our peers or provide benefit to us and improve efficiency by allowing the executive officers to focus on their critical job responsibilities. These include security-related services, reimbursement of relocation expenses, parking, physical examinations, 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.
The Company periodically conducts a third party security risk assessment on its executive officers that recognizes the high public profile of individuals to inform security related services, such as executive protection services and home security systems, to help mitigate potential risks. Based on the security risk assessment conducted in 2025 and input of the Board, the Company determined that our CEO, and certain other executives, should receive enhanced protection services and that our CEO should use a Company-leased aircraft for business and personal travel. We believe these arrangements and costs are reasonable, necessary and in the best interests of PSEG and its stockholders.
The O&CC and its compensation consultant periodically review the personal benefits offered by the Company to ensure the program is competitive and producing the desired results.
We do not provide a tax gross-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.
These perquisites are described in the 2025 Summary Compensation Table, as applicable.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.