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2023 Proxy Statement
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Page 27 of 104
Proxy Summary
Recent Awards & RecognitionNotice of Annual Meeting of StockholdersItems to Be Voted OnTable of ContentsProxy Statement Summary
Election of DirectorsProposal 1: Election of DirectorsOverview of Board Nominees- Diversity of Skills, Qualifications and Experience- Gender, Racial and Ethnic Diversity- Board Independence- Board Refreshment and Tenure- Board Membership Selection- Board Selection Criteria and QualificationsNominees for Director- Biographical Information
Corporate GovernanceCorporate Governance- Role of the Board of Directors- Board Leadership Structure- The Role of Our Lead Director- Our Corporate Governance Principles- Board and Committee Self-Assessment Process- Director Education and Orientation- Board and Committee Meetings and Attendance- Service on Other Boards- Board Committees- Integrated Approach to Shareholder Engagement- Board and Committee Oversight of Risk Management- Board Oversight of Cybersecurity- Response to COVID-19 Pandemic- Our Approach to Sustainability- Our Environmental Priorities- Our Social Priorities- Our Governance Priorities- Certain Relationships and Related Person Transactions- Conflicts of InterestSecurity Ownership of Directors, Management and Certain Beneficial OwnersDirector Compensation- How Our Directors Are Compensated
Executive CompensationProposal 2: Advisory Vote on the Approval of Executive CompensationExecutive Compensation SummaryExecutive Compensation- Say-on-Pay and Shareholder Engagement- Executive Compensation Best Practices- Peer Comparison and Benchmarking- How We Compensate Our Executives- Our Compensation Elements Explained- Executive Compensation Governance Features and Controls- Accounting and Tax Implications- Compensation Committee Interlocks and Insider ParticipationCompensation Committee ReportExecutive Compensation Tables- 2022 Summary Compensation Table- 2022 Grants of Plan-Based Awards Table- Outstanding Equity Awards at Year-End December 31, 2022 Table- Option Exercises and Stock Vested During 2022 Table- 2022 Pension Benefits Table- Qualified and Non-Qualified Pension Plans- 2022 Non-Qualified Deferred Compensation Table- Deferred CompensationPotential Payments Upon Termination of Employment or Change-In-ControlPay RatioPay Versus PerformanceProposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Certificate By-LawsRatification of AuditorProposal 5: Ratification of the Appointment of Independent AuditorOversight of the Independent Auditor- Pre-Approval of Services- Fees Billed by Deloitte for 2022 and 2021Audit Committee Report
Voting & ProceduresOther InformationAppendix A: Operating Earnings (Non-GAAP) ReconciliationsAppendix B: Proposed Amendments to Certificate of IncorporationAppendix C: Proposed Amendments to By-LawsAppendix D: Restated Certificate of IncorporationPSEG's Vision, Mission & Core Commitments
Meet the Board Proxy Summary
Proxy SummaryRecent Awards & RecognitionNotice of Annual Meeting of StockholdersItems to Be Voted OnTable of ContentsProxy Statement Summary
Election of DirectorsElection of DirectorsProposal 1: Election of DirectorsOverview of Board Nominees- Diversity of Skills, Qualifications and Experience- Gender, Racial and Ethnic Diversity- Board Independence- Board Refreshment and Tenure- Board Membership Selection- Board Selection Criteria and QualificationsNominees for Director- Biographical Information
Corporate GovernanceCorporate GovernanceCorporate Governance- Role of the Board of Directors- Board Leadership Structure- The Role of Our Lead Director- Our Corporate Governance Principles- Board and Committee Self-Assessment Process- Director Education and Orientation- Board and Committee Meetings and Attendance- Service on Other Boards- Board Committees- Integrated Approach to Shareholder Engagement- Board and Committee Oversight of Risk Management- Board Oversight of Cybersecurity- Response to COVID-19 Pandemic- Our Approach to Sustainability- Our Environmental Priorities- Our Social Priorities- Our Governance Priorities- Certain Relationships and Related Person Transactions- Conflicts of InterestSecurity Ownership of Directors, Management and Certain Beneficial OwnersDirector Compensation- How Our Directors Are Compensated
Executive CompensationExecutive CompensationProposal 2: Advisory Vote on the Approval of Executive CompensationExecutive Compensation SummaryExecutive Compensation- Say-on-Pay and Shareholder Engagement- Executive Compensation Best Practices- Peer Comparison and Benchmarking- How We Compensate Our Executives- Our Compensation Elements Explained- Executive Compensation Governance Features and Controls- Accounting and Tax Implications- Compensation Committee Interlocks and Insider ParticipationCompensation Committee ReportExecutive Compensation Tables- 2022 Summary Compensation Table- 2022 Grants of Plan-Based Awards Table- Outstanding Equity Awards at Year-End December 31, 2022 Table- Option Exercises and Stock Vested During 2022 Table- 2022 Pension Benefits Table- Qualified and Non-Qualified Pension Plans- 2022 Non-Qualified Deferred Compensation Table- Deferred CompensationPotential Payments Upon Termination of Employment or Change-In-ControlPay RatioPay Versus PerformanceProposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Certificate By-LawsRatification of AuditorRatification of AuditorProposal 5: Ratification of the Appointment of Independent AuditorOversight of the Independent Auditor- Pre-Approval of Services- Fees Billed by Deloitte for 2022 and 2021Audit Committee Report
Voting & ProceduresOther InformationOther InformationAppendix A: Operating Earnings (Non-GAAP) ReconciliationsAppendix B: Proposed Amendments to Certificate of IncorporationAppendix C: Proposed Amendments to By-LawsAppendix D: Restated Certificate of IncorporationPSEG's Vision, Mission & Core Commitments
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Page 27 of 104
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