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2023 Proxy Statement
PSEG 2023 Annual Meeting 2022 Annual Report 2022 Form 10-K 2023 Proxy Statement {doc5_shortdoctitlestripped} {doc6_shortdoctitlestripped} {doc7_shortdoctitlestripped} {doc8_shortdoctitlestripped} {doc9_shortdoctitlestripped} {doc10_shortdoctitlestripped} {doc11_shortdoctitlestripped} {doc12_shortdoctitlestripped} {doc13_shortdoctitlestripped} {doc14_shortdoctitlestripped} {doc15_shortdoctitlestripped}
Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Ralph A. LaRossa
Chair of the Board,
President and CEO, PSEG
Age: 59
 Director Since: 2022
Committees:*
Susan Tomasky
Independent Lead Director, PSEG and Retired President, AEP Transmission of American Electric Power Corporation
Age: 70
Independent Director Since: 2012
Committees:
Willie A. Deese
Retired EVP, Merck & Co. Inc. and
President, Merck Manufacturing Division
Age: 67
Independent Director Since: 2016
Committees:*
Jamie M. Gentoso, P.E.
President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, Holcim
Age: 46
Independent Director Since: 2022
Committees:
Barry H. Ostrowsky
Retired President and CEO, RWJBarnabas Health
Age: 72
Independent Director Since: 2018
Committees:
Valerie A. Smith
President, Swarthmore College
Age: 67
Independent Director Since: 2022
Committees:
Scott G. Stephenson
Retired Chairman of the Board,
President and CEO, Verisk Analytics, Inc.
Age: 65
Independent Director Since: 2020
Committees:*
Laura A. Sugg
Retired President, Australasia Division of ConocoPhillips Corporation
Age: 62
Independent Director Since: 2019
Committees:
John P. Surma
Retired Chairman and CEO, United States Steel Corporation
Age: 68
Independent Director Since: 2019
Committees:
Alfred W. Zollar
Executive Advisor, Siris Capital Group, LLC and Retired General Manager, Tivoli Software Division Of IBM
Age: 68
Independent Director Since: 2012
Committees:
* Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:
  • Mr. LaRossa will also serve as Chair of the Executive Committee.
  • Mr. Deese will also serve as a member of the Executive Committee.
  • Mr. Stephenson will also serve as a member of the Audit Committee and will be considered an “audit committee financial expert,” see page 19.

GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES

Director Nominee Stats
Director Nominee Stats
Ralph A. LaRossa


Chair of the Board,
President and CEO, PSEG


Age: 59
Director since: 2022
Committees:*
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • None

Experience:
Chair of the Board since January 2023 and President and CEO of PSEG since September 2022. Chair of the PSE&G Board since September 2022.

Joined PSE&G in 1985 as an associate engineer and held numerous executive and operational leadership positions across all of our business segments, including as COO of PSEG from January 2020 to August 2022, President and COO of PSEG Power from October 2017 to August 2022, and President and COO of PSE&G from October 2006 to October 2017.

Education:
    BE – Engineering, Stevens Institute of Technology
Reasons for Nomination:
  • In-depth knowledge of PSEG business management, strategic planning and regulatory matters gained through his many years in leadership positions at PSEG. Starting in our gas division, he led operations of all of our business segments throughout his career.
  • Extensive senior leadership experience in operations and human capital management gained through numerous executive and operational positions held at PSEG and its subsidiaries.
  • Highly valuable experience in risk management and safety as well as in cybersecurity and information technology.
  • Industry expertise and knowledge of PSEG’s strengths, opportunities and corporate culture.
Skills and Qualifications
* Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:
  • Mr. LaRossa will also serve as Chair of the Executive Committee.


Susan Tomasky


Independent Lead Director, PSEG and Retired President, AEP Transmission of American Electric Power Corporation


Age: 70
Director since: 2012
Committees:*
Current Public Company Directorships:
  • Marathon Petroleum Corporation
  • Fidelity Equity and High Income Mutual Funds
Prior Public Company Directorships:
  • Andeavor Corporation
  • Summit Midstream Partners, LP.

Experience:
Director of PSE&G since April 2020.
Member of the Advisory Board of certain Fidelity funds from February 2020 to June 2020. President, AEP Transmission of American Electric Power Corporation (AEP), Columbus, Ohio, an electric utility holding company with generation, transmission and distribution businesses, from May 2008 to July 2011, and held executive positions with AEP from July 1998 to May 2008, including EVP, CFO and General Counsel. General Counsel of the U.S. Federal Energy Regulatory Commission (FERC) from March 1993 to June 1997.

Education:
    JD, George Washington University; BA – Liberal Arts, University of Kentucky
Reasons for Nomination:
  • Broad electric industry executive experience from key leadership positions involving transmission operations, services and governance at one of the largest utility holding companies in the United States.
  • In-depth knowledge of industry financial and legal matters acquired as CFO and General Counsel at AEP.
  • Highly valuable experience in oversight of regulated business, science and environmental matters gained as General Counsel of FERC.
  • Deep knowledge of and valuable perspective on utility management, finance, law, risk management and governmental regulation.
Skills and Qualifications


Willie A. Deese


Retired EVP, Merck & Co. Inc. and
President, Merck Manufacturing Division


Age: 67
Director since: 2016
Committees:*
Current Public Company Directorships:
  • Dentsply Sirona USA
Prior Public Company Directorships:
  • CDK Global, Inc.
  • G1 Therapeutics, Inc.

Experience:
EVP of Merck & Co. Inc., Kenilworth, New Jersey, which develops, manufactures and distributes pharmaceuticals, from January 2008 until June 2016, President of Merck Manufacturing Division from 2005 until 2008, and Senior Vice President of Global Procurement at Merck from 2004 to 2005. Prior to that, Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline, a pharmaceutical company.

Education:
    MBA, Western New England College; BA – Business Administration, North Carolina A&T State University
Reasons for Nomination:
  • Significant regulatory, manufacturing and procurement experience gained through his service as EVP of Merck & Co., President of Merck Manufacturing Division and Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline.
  • Thorough understanding of the many regulatory requirements our Company faces gained through extensive leadership experience in a highly regulated industry.
  • In-depth knowledge of human capital management and diversity, equity and inclusion.
  • Deep knowledge of manufacturing and technology contributes to strong oversight of our operations and overall cost effectiveness.
Skills and Qualifications
* Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:
  • Mr. Deese will also serve as a member of the Executive Committee.


Jamie M. Gentoso, P.E.


President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, Holcim


Age: 46
Director since: 2022
Committees:*
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • None

Experience:
President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, and Executive Committee member at Holcim, a Swiss multinational company that manufactures building materials, since March 2021. Previously, Chief Executive Officer of the US Cement Operations for Holcim, from May 2018 to February 2021. Vice President of Sales and Marketing, Construction Specialties, from September 2017 to May 2018, and various leadership positions at Sika Corporation US, from March 2007 to August 2017. Ms. Gentoso is a registered Professional Engineer.

Education:
    MBA, University of Michigan; BS – Civil Engineering, University of Michigan
Reasons for Nomination:
  • Extensive experience in engineering, science and operations, including responsibility for full supply chain, capital programs and manufacture of roofing, insulation, waterproofing, adhesives and cement product lines.
  • Valuable managerial experience and oversight of operational excellence, customer satisfaction, and human capital management.
  • Broad knowledge of sales and marketing and product management acquired during her 20+ year career in construction and construction materials.
  • Valuable experience gained in executive positions in industry addressing climate and sustainability, as well as from advocacy for climate and sustainability through various advisory positions at industry organizations. Leading business unit sustainability roadmap, in order to meet Holcim’s 2050 Net Zero commitment where 2030 & 2050 targets have been validated by SBTi.
  • Leader of multi-billion-dollar international business unit with extensive strategic acquisition and transaction experience.
Skills and Qualifications


David Lilley


Retired Chairman of the Board,
President and CEO, Cytec Industries, Inc.


Age: 76
Director since: 2009
Committees:*
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • Rockwell Collins, Inc.
  • Andeavor Corporation
  • Arch Chemicals, Inc.

Experience:
Director of PSE&G since April 2020.
Chairman of the Board, President and CEO of Cytec Industries, Inc., Woodland Park, New Jersey, a global specialty chemicals and materials company, from January 1999 until December 2008, President and CEO from May 1998 to January 1999, and President and COO from January 1997 to May 1998.

Education:
Reasons for Nomination:
  • In-depth knowledge of product development, manufacturing and sales gained through his years as Chairman of the Board, President and CEO at Cytec Industries.
  • Valuable experience with ultimate responsibility for financial matters and overall business performance.
  • Significant leadership experience that contributes to our Board’s oversight of our operations and adherence to safety and environmental requirements.
  • Broad experience with finance and executive compensation, as well as extensive experience in operational management.
Skills and Qualifications


Barry H. Ostrowsky


Retired President and CEO, RWJBarnabas Health


Age: 72
Director since: 2018
Committees:*
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • None

Experience:
President and CEO of RWJBarnabas Health, West Orange, New Jersey, a comprehensive integrated health care delivery system of hospitals, programs and services from April 2016 to December 2022. President and CEO of Barnabas Health from January 2012 until April 2016; President and COO from July 2011 until January 2012 and EVP and General Counsel from December 1996 until July 2011.

Education:
    JD, University of Tennessee School of Law; BA, Rutgers University
Reasons for Nomination:
  • Extensive experience in dealing with regulatory and public policy matters for an organization serving a diverse population gained through his experience as President and CEO of RWJBarnabas Health and Barnabas Health.
  • Valuable legal background as well as strong experience in financial matters and management of a large, comprehensive business enterprise.
  • Significant human capital management, operations management, strategic planning and implementation skills that contribute to the changing landscape of our industry.
  • Broad knowledge of consumers, customer service and health care of great benefit for matters relating to our large customer and employee base.
Skills and Qualifications


Valerie A. Smith


President, Swarthmore College


Age: 67
Director since: 2022
Committees:*
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • None

Experience:
President of Swarthmore College since July 2015, a private liberal arts college. Dean of the College, Princeton University, from 2011 until 2015, served as Founding Director of Princeton University’s Center for African American Studies from 2006 to 2009, and Director of Princeton University’s Program in African American Studies, from 2002 until 2006. Served as Woodrow Wilson Professor of Literature, Professor of English and African-American studies, Princeton University, from 2001 until 2015.

Education:
    PhD University of Virginia; MA, University of Virginia; BA, Bates College
Reasons for Nomination:
  • In-depth knowledge of human capital management and diversity, equity and inclusion including from leadership positions at Swarthmore College and Princeton University and being a scholar of African American studies.
  • Significant experience in management and strategic planning acquired as President of Swarthmore College and Dean of the College, Princeton University.
  • Valuable background knowledge in climate risk management and sustainability gained as President of Swarthmore College.
  • Strong track record in varied leadership roles.
Skills and Qualifications


Scott G. Stephenson


Retired Chairman of the Board,
President and CEO, Verisk Analytics, Inc.


Age: 65
Director since: 2020
Committees:*
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • Verisk Analytics, Inc.

Experience:
Chairman of the Board and CEO of Verisk Analytics, Jersey City, New Jersey, a data analytics and risk assessment company from April 2013 to May 2022 and President from March 2011 to May 2022. Between 2001 and 2011, held various leadership positions at Verisk Analytics, including COO, head of the Decision Analytics segment, EVP and President of its Intego Solutions segment. Partner with the Boston Consulting Group from 1989 to 1999.

Education:
    MBA – Business Administration, Harvard Business School; BS – Mechanical Engineering, University of Virginia
Reasons for Nomination:
  • Significant strategic leadership, financial management and human capital management experience as Chairman and CEO of Verisk Analytics.
  • Valuable innovation, technology, data analytics, customer service and risk assessment experience from his various senior management and operational positions at Verisk Analytics.
  • In-depth operations and value creation experience gained from his positions at the Boston Consulting Group.
Skills and Qualifications
* Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:
  • Mr. Stephenson will also serve as a member of the Audit Committee and will be considered an “audit committee financial expert,” see page 19.


Laura A. Sugg


Retired President, Australasia Division of ConocoPhillips Corporation


Age: 62
Director since: 2019
Committees:*
Current Public Company Directorships:
  • Kinetik Holdings Inc.
  • Murphy Oil Corporation
Prior Public Company Directorships:
  • The Williams Companies, Inc.
  • Denbury Resources, Inc.

Experience:
President, Australasia Division of ConocoPhillips Corporation, Houston, Texas, a leading worldwide oil and gas exploration and development company, from July 2005 to February 2007. General Manager-Human Resources, exploration and production of ConocoPhillips from October 2003 to June 2005. From 2001 to 2003, Vice-President of Worldwide Gas of Phillips Petroleum, and later became General Manager of Midstream of ConocoPhillips.

Education:
    BS – Chemical Engineering, Oklahoma State University
Reasons for Nomination:
  • Extensive experience in engineering, science and operations, including responsibility for major exploration and production operations.
  • Valuable background in corporate planning, business development and regulatory matters acquired through executive roles at ConocoPhillips.
  • In-depth knowledge of human capital management matters from leadership experience in human resources management.
  • Strong track record across disciplines gained through her success in varied roles at ConocoPhillips.
Skills and Qualifications


John P. Surma


Retired Chairman and CEO, United States Steel Corporation


Age: 68
Director since: 2019
Committees:*
Current Public Company Directorships:
  • Trane Technologies plc
  • Marathon Petroleum Corporation (and its consolidated subsidiary, MPLX GP LLC)*
Prior Public Company Directorships:
  • Concho Resources, Inc.
  • Bank of New York Mellon Corporation
  • Mellon Bank Corporation
  • Calgon Carbon Corporation

Experience:
Chairman and CEO, United States Steel Corporation, a leading global integrated steel producer, from October 2004 through September 2013 and Executive Chair until December 2013. President and COO of United States Steel from February 2003 to October 2004; CFO from January 2002 to February 2003. Chair of the Board of the Federal Reserve Bank of Cleveland from 2017 to 2018; Chair of the National Safety Council from September 2015 to September 2017.

Education:
    BS – Accounting, Pennsylvania State University
Reasons for Nomination:
  • Experienced leader with a strong financial, management, manufacturing and regulatory matters background as Chairman and CEO of United States Steel Corporation.
  • Deep knowledge of enhancing shareholder value in a complex enterprise.
  • Significant financial and accounting expertise as the CFO of United States Steel Corporation.
  • Extensive experience on strategic, operational and financial oversight gained as a director of large public company boards.
Skills and Qualifications
* MPLX GP LLC, a wholly owned subsidiary of Marathon Petroleum Corporation, is the general partner of master limited partnership MPLX LP. We view Mr. Surma’s service on the MPLX GP LLC board as an extension of his service on the Marathon Petroleum Corporation board for purposes of assessing the level of outside public board commitments.


Alfred W. Zollar


Executive Advisor, Siris Capital Group, LLC and Retired General Manager, Tivoli Software Division Of IBM


Age: 68
Director since: 2012
Committees:*
Current Public Company Directorships:
  • Bank of New York Mellon
  • International Business Machines Corporation (IBM)
  • Nasdaq, Inc.
Prior Public Company Directorships:
  • Red Hat, Inc.
  • Chubb Corporation

Experience:
Executive Advisor, Siris Capital Group, LLC, New York, New York, a private equity firm, since March 2021 and served as Executive Partner from February 2014 to March 2021. General Manager, Tivoli Software division of IBM, Armonk, New York, a worldwide information technology and consulting company, from July 2004 to January 2011. General Manager-eServer iSeries from January 2003 to July 2004. President and CEO, Lotus Software division, from January 2000 to 2003, and Division General Manager, Network Computer Software division, from 1996 to 2000.

Education:
    MA – Applied Mathematics, University of California at San Diego
Reasons for Nomination:
  • Broad knowledge in executive leadership, product development and information technology.
  • Valuable experience from various leadership roles, including senior management positions in varied IBM software group divisions.
  • Deep executive and managerial experience in oversight of operational excellence and customer satisfaction and cybersecurity.
  • In-depth knowledge of finance and risk management through private equity leadership roles.
Skills and Qualifications


Ralph Izzo




Age:
Director since:
Committees:*
Current Public Company Directorships:
Prior Public Company Directorships:

Experience:

Education:
Reasons for Nomination:
Skills and Qualifications


Shirley Ann Jackson




Age:
Director since:
Committees:*
Current Public Company Directorships:
Prior Public Company Directorships:

Experience:

Education:
Reasons for Nomination:
Skills and Qualifications


Construction / Engineering / Manufacturing

Nominees with this skill/qualification:

Ralph A. LaRossa
Willie A. Deese
Jamie M. Gentoso, P.E.
Laura A. Sugg
John P. Surma
Government/Policy/Regulatory

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Willie A. Deese
Barry H. Ostrowsky
Laura A. Sugg
John P. Surma
Technology/Cybersecurity

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Willie A. Deese
Scott G. Stephenson
Laura A. Sugg
Alfred W. Zollar
Energy Industry

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Laura A. Sugg
John P. Surma
Audit Committee
Barry H. Ostrowsky
Chair
Willie A. Deese
David Lilley*
Laura A. Sugg
Alfred W. Zollar
Meetings Held in 2022: 8

Key Responsibilities:
  • Oversees the quality and integrity of our accounting, auditing and financial reporting practices and financial statements;
  • Selects and evaluates the work of the independent auditor;
  • Oversees our internal audit functions and our legal and business compliance program;
  • Reviews the status of material litigation matters, and the guidelines, policies and processes of our risk management program;
  • Reviews disclosure controls and procedures and cybersecurity relating to financial controls;
  • Reviews earnings press releases, financial information and earnings guidance; and
  • Reviews and recommends to the Board the audited financial statements for inclusion in our Form 10-K, and the Audit Committee Report for inclusion in this Proxy Statement.

The Board has determined that:

  • All members of the Audit Committee meet heightened independence and qualification criteria and are financially literate;
  • All members of the Audit Committee possess accounting or financial management expertise, as defined in the NYSE rules; and
  • Each of David Lilley and Barry H. Ostrowsky is an “audit committee financial expert” under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.

No member of the Audit Committee serves on the Audit Committee of more than three public companies, including ours.

The Audit Committee Report appears under Proposal 5: Ratification of the Appointment of Independent Auditor on page 78.

Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:
  • Mr. Stephenson will also serve as a member of the Audit Committee and will be considered an “audit committee financial expert,” see page 19.

* Following the 2023 Annual Meeting, David Lilley will be concluding his distinguished service on our Board.

Governance, Nominating and Sustainability Committee
Willie A. Deese
Chair
Susan Tomasky
Valerie A. Smith
Laura A. Sugg
John P. Surma
Meetings Held in 2022: 4

Key Responsibilities:
  • Oversees the Company’s corporate governance practices;
  • Evaluates the composition and qualifications of the Board, its committees and prospective nominees, assesses the independence of each nominee and makes recommendations to the Board;
  • Oversees the self-evaluation process of the Board and its committees and reviews the Corporate Governance Principles and committee charters and makes recommendations to the Board in order to improve effectiveness of the Board and its committees;
  • Oversees sustainability efforts and initiatives, activities and disclosures related to climate change and our political participation activities and expenses;
  • Oversees risk management guidelines, policies, processes and mapping and identifies risks to the Board and its committees;
  • Reviews and approves transactions with related persons;
  • Reviews and makes recommendations to the Board regarding compensation of directors; and
  • Provides input to the O&CC regarding the performance of the CEO as Chair of the Board.
The nomination process and criteria used are described under Board Membership Selection beginning on page 10.
Executive Committee
Ralph A. LaRossa(1)
Susan Tomasky
David Lilley*
Alfred W. Zollar
Ralph Izzo(2)
Shirley Ann Jackson(3)
Meetings Held in 2022: 0

Key Responsibilities:

    The Executive Committee consists of the Chair of the Board, the Lead Director and at least one additional Independent Director. In 2022, the members of the Executive Committee were Ralph Izzo (retired effective January 1, 2023), Shirley Ann Jackson (retired effective April 19, 2022), David Lilley, Susan Tomasky and Alfred W. Zollar. Effective January 1, 2023, by operation of our Corporate Governance Principles, Mr. LaRossa became a member of the Executive Committee pursuant to his appointment as Chair of the Board. The authority of the Executive Committee is set forth in our By-Laws. Except as otherwise provided by law, the Executive Committee has and may exercise all the authority of the Board of Directors when the Board is not in session. This Committee meets only if it is impracticable to convene the full Board. The Committee charters and our By-Laws are posted on our website: https://corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions.

(1) Effective January 1, 2023, by operation of our Corporate Governance Principles, Mr. LaRossa became a member of the Executive Committee pursuant to his appointment as Chair of the Board.

(2) Ralph Izzo retired effective January 1, 2023.

(3) Shirley Ann Jackson retired effective April 19, 2022.

Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:
  • Mr. Deese will also serve as a member of the Executive Committee.


* Following the 2023 Annual Meeting, David Lilley will be concluding his distinguished service on our Board.
Finance Committee
Scott G. Stephenson
Chair
Jamie M. Gentoso, P.E.
David Lilley*
Barry H. Ostrowsky
Alfred W. Zollar
Meetings Held in 2022: 4

Key Responsibilities:
  • Oversees corporate financial policies and processes and significant financial decisions;
  • Reviews annually our financial plan, dividend policy, capital structure and cash management policies and practices;
  • Discusses with management our risk assessment and risk management policies;
  • Oversees the investment guidelines for, and investment performance of, the Company’s pension plan trust funds and nuclear decommissioning trust funds; and
  • Reviews with management credit agency ratings and analyses.

* Following the 2023 Annual Meeting, David Lilley will be concluding his distinguished service on our Board.

Industrial Operations Committee
Laura A. Sugg
Chair
Jamie M. Gentoso, P.E.
Scott G. Stephenson
John P. Surma
Alfred W. Zollar
Meetings Held in 2022: 4

Key Responsibilities:
  • Oversees industrial operations aspects of new, non-routine capital projects relating to the construction or operation of physical assets in transmission, distribution or generation, and receive periodic reports for other projects that are routine but significant;
  • Provides oversight of crisis management related to operations of the Company;
  • Oversees environmental, health and safety and legal and compliance issues relating to operations;
  • Reviews the results of major inspections and evaluations by external oversight groups such as the Nuclear Regulatory Commission (NRC) and the Institute of Nuclear Power Operations;
  • Reviews the results of significant reports of the PSEG Nuclear Safety Review Board (NSRB), and receives independent reports from the NSRB Committee Representative;
  • Receives and reviews periodic reports from officers and employees who have responsibility for operation of nuclear generating facilities, including regular reports from the Chief Nuclear Officer;
  • Oversees all matters relating to information technology, cyber and physical security across the Company;
  • Reviews periodic reports from officers and employees who have responsibility for the Company’s cybersecurity program including regular reports from the Chief Information Security Officer (CISO); and
  • Meets with the CISO in Executive Session on a regular basis.
Organization and Compensation Committee
John P. Surma
Chair
Susan Tomasky
Willie A. Deese
David Lilley*
Barry H. Ostrowsky
Valerie A. Smith
Meetings Held in 2022: 6

Key Responsibilities:
  • Oversees our executive compensation policies, practices and plans;
  • Reviews the stockholder advisory vote on say-on-pay and considers action in light of that vote;
  • Approves executive compensation targets and awards (with the exception of the CEO, whose compensation is approved by the Board);
  • Monitors the risks associated with our compensation policies and practices and other risks related to human capital management matters (including periodic review of diversity, equity and inclusion, and other workforce initiatives);
  • Selects and oversees the Board’s independent compensation consultant;
  • Evaluates the CEO’s performance and recommends approval of the CEO’s compensation to the Board;
  • Reviews the performance of certain other key members of management as well as the CEO and other key management succession and development plans; and
  • Reviews the Compensation Discussion and Analysis section of, and provides its report in, the annual Proxy Statement.

The Board has determined that:

  • All O&CC members meet heightened independence and qualification criteria in accordance with the NYSE listing standards and SEC rules; and
  • The current composition of the O&CC provides the committee with the requisite expertise and experience to oversee our executive compensation program and assess the alignment of pay for performance.

The O&CC Report on Executive Compensation appears under Proposal 2: Advisory Vote on the Approval of Executive Compensation on page 54.

* Following the 2023 Annual Meeting, David Lilley will be concluding his distinguished service on our Board.

 
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