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2024 Proxy Statement
PSEG 2024 Annual Meeting 2023 Annual Report 2023 Form 10-K 2024 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: 60
Director Since: 2022
Committees*:
Susan Tomasky
Independent Lead Director, PSEG

Retired President, AEP Transmission of American Electric Power Corporation
Age: 71
Independent Director Since: 2012
Committees*:
Willie A. Deese
Retired EVP, Merck & Co. Inc. and President, Merck Manufacturing Division
Age: 68
Independent Director Since: 2016
Committees*:
Jamie M. Gentoso
President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, Holcim
Age: 47
Independent Director Since: 2022
Committees*:
Barry H. Ostrowsky
Retired President and CEO, RWJBarnabas Health
Age: 73
Independent Director Since: 2018
Committees*:
Ricardo G. Pérez
Retired President and COO, Westinghouse Electric Company
Age: 64
Independent Director Since: 2024
Committees*:
Valerie A. Smith
President, Swarthmore College
Age: 68
Independent Director Since: 2022
Committees*:
Scott G. Stephenson
Retired Chairman of the Board, President and CEO, Verisk Analytics, Inc.
Age: 66
Independent Director Since: 2020
Committees*:
Laura A. Sugg
Retired President, Australasia Division of ConocoPhillips Corporation
Age: 63
Independent Director Since: 2019
Committees*:
John P. Surma
Retired Chairman and CEO, United States Steel Corporation
Age: 69
Independent Director Since: 2019
Committees*:
Kenneth Y. Tanji
EVP and CFO, Prudential Financial, Inc.
Age: 58
Independent Director Since: 2023
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:

Ms. Tomasky, as our independent Lead Director and principal liaison on Board-wide issues between the Chair of the Board and the independent Directors, will no longer have the official designation of member of the Governance, Nominating and Sustainability and Organization and Compensation Committees.

Ms. Sugg will also serve as a member of the Finance Committee and will not serve as a member of the Governance, Nominating and Sustainability Committee.

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 independent Lead Director’s four-year term.

GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES

Director Nominee Stats
Director Nominee Stats
Ralph A. LaRossa

Chair of the Board,
President and CEO, PSEG


Age: 60
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 Boards of PSE&G, PSEG Power, PSEG Energy Holdings and PSEG Services Corporation 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, service territory and corporate culture.
Skills and Qualifications
Accounting / Finance
Construction / Engineering / Manufacturing
Corporate Governance
Customer Satisfaction & Sales
Environment / Science
Government / Policy / Regulatory
Human Capital Management
Industrial Operations
Risk Management
Technology / Cybersecurity
Energy Industry

Susan Tomasky

Independent Lead Director, PSEG

Retired President, AEP Transmission of American Electric Power Corporation


Age: 71
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
Independent Lead Director of PSEG since April 2022.

Director of PSE&G (wholly owned subsidiary of PSEG) 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
Accounting / Finance
Corporate Governance
Environment / Science
Government / Policy / Regulatory
Human Capital Management
Industrial Operations
Risk Management
Technology / Cybersecurity
Energy Industry

Willie A. Deese

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


Age: 68
Director since: 2016

Committees
Current Public Company Directorships
  • Dentsply Sirona USA
Prior Public Company Directorships
  • CDK Global, Inc.
  • G1 Therapeutics, Inc.
Experience
Director of PSE&G (wholly owned subsidiary of PSEG) since December 2023.

EVP of Merck & Co. Inc., which develops, manufactures and distributes pharmaceuticals, from January 2008 until June 2016, President of Merck Manufacturing Division from 2005 until 2008, and SVP of Global Procurement at Merck from 2004 to 2005. Prior to that, SVP 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 SVP 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
Accounting / Finance
Construction / Engineering / Manufacturing
Corporate Governance
Government / Policy / Regulatory
Human Capital Management
Industrial Operations
Risk Management
Technology / Cybersecurity

Jamie M. Gentoso, P.E.

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


Age: 47
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, CEO of the US Cement Operations for Holcim, from May 2018 to February 2021. VP 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 and 2050 targets have been validated by Science-Based Target initiative (SBTi).
  • Leader of multi-billion-dollar international business unit with extensive strategic acquisition and transaction experience.
Skills and Qualifications
Accounting / Finance
Construction / Engineering / Manufacturing
Corporate Governance
Customer Satisfaction & Sales
Environment / Science
Human Capital Management
Industrial Operations
Risk Management

Barry H. Ostrowsky

Retired President and CEO, RWJBarnabas Health


Age: 73
Director since: 2018

Committees
Current Public Company Directorships
  • None
Prior Public Company Directorships
  • None
Experience
Director of PSE&G (wholly owned subsidiary of PSEG) since April 2023.

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 healthcare in our service territory of great benefit for matters relating to our large customer and employee base.
Skills and Qualifications
Accounting / Finance
Corporate Governance
Customer Satisfaction & Sales
Government / Policy / Regulatory
Human Capital Management
Risk Management

Ricardo G. Pérez

Retired President and COO, Westinghouse Electric Company


Age: 64
Director since: 2024

Committees
Current Public Company Directorships
  • None
Prior Public Company Directorships
  • None
Experience
Former SVP and Chief Administrative Officer, and SVP, Nuclear Operations Support and Projects at Tennessee Valley Authority from 2013 to 2017. From 1981 to 2013, held various leadership roles at Westinghouse Electric Company, including President and COO from 2010 to 2013. Member of the University of Florida Nuclear Engineering Advisory Board and an executive member of the Latino Corporate Directors Association.
Education
MS – Engineering, University of Pittsburgh; BS – Engineering, University of Florida.
Reasons for Nomination
  • Extensive experience in nuclear operations through executive leadership roles at Westinghouse Electric Company and Tennessee Valley Authority.
  • Significant understanding of regulatory requirements applicable to our Company gained through extensive energy industry experience.
  • Valuable background in supply chain, information technology, cyber and physical security matters.
  • Strong track record of inclusive leadership and talent development, as well as supporting diversity, equity and inclusion in the workplace.
Skills and Qualifications
Construction / Engineering / Manufacturing
Corporate Governance
Customer Satisfaction & Sales
Government / Policy / Regulatory
Human Capital Management
Industrial Operations
Risk Management
Technology / Cybersecurity
Energy Industry

Valerie A. Smith

President, Swarthmore College


Age: 68
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
Accounting / Finance
Corporate Governance
Customer Satisfaction & Sales
Environment / Science
Human Capital Management
Risk Management

Scott G. Stephenson

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


Age: 66
Director since: 2020

Committees
Current Public Company Directorships
  • Definitive Healthcare Corporation
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, President 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
Accounting / Finance
Corporate Governance
Customer Satisfaction & Sales
Human Capital Management
Risk Management
Technology / Cybersecurity

Laura A. Sugg

Retired President, Australasia Division of ConocoPhillips Corporation


Age: 63
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, VP 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
Accounting / Finance
Construction / Engineering / Manufacturing
Corporate Governance
Environment / Science
Government / Policy / Regulatory
Human Capital Management
Industrial Operations
Risk Management
Technology / Cybersecurity
Energy Industry

John P. Surma

Retired Chairman and CEO, United States Steel Corporation


Age: 69
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
Accounting / Finance
Construction / Engineering / Manufacturing
Corporate Governance
Customer Satisfaction & Sales
Environment / Science
Government / Policy / Regulatory
Human Capital Management
Industrial Operations
Risk Management
Energy Industry

*Due to their affiliate nature, we count Mr. Surma’s concurrent service on the boards of Marathon Petroleum Corporation and its wholly owned subsidiary, MPLX GP LLC, as one for purposes of the numerical limits on outside public company board memberships contained in our Director time commitments policy. For more information on this policy, please see page 19.

Kenneth Y. Tanji

EVP and CFO, Prudential Financial, Inc.


Age: 58
Director since: 2023

Committees
Current Public Company Directorships
  • None
Prior Public Company Directorships
  • None
Experience
EVP and CFO of Prudential Financial, Inc., Newark, New Jersey since December 2018, overseeing global financial management matters, including financial reporting, investor relations, treasury, tax, corporate development, and actuarial*. SVP and Treasurer at Prudential Financial, Inc. from March 2013 to November 2018. CFO of Prudential’s International businesses, January 2010 to March 2013; Senior Financial Officer of Prudential Annuities, August 2006 to January 2010. Trustee and Treasurer for the New Jersey Institute for Social Justice.
Education
MBA - Finance, University of Minnesota; BA – Economics, Yale University
Reasons for Nomination
  • In-depth knowledge of public company accounting and financial matters, as well as corporate development, gained from various leadership positions.
  • Deep understanding of enhancing shareholder value in a complex enterprise.
  • Strong track record of inclusive leadership and supporting diversity, equity and inclusion in the workplace.
  • Extensive knowledge of our service territory benefiting our large, diverse customer base.
Skills and Qualifications
Accounting / Finance
Corporate Governance
Customer Satisfaction & Sales
Government / Policy / Regulatory
Human Capital Management
Risk Management

*On February 6, 2024, Prudential announced a successor will replace Mr. Tanji effective March 15, 2024, and Mr. Tanji will remain with Prudential to assist with the transition through September 30, 2024.

Accounting / Finance*

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Willie A. Deese
Jamie M. Gentoso
Barry H. Ostrowsky
Valerie A. Smith
Scott G. Stephenson
Laura A. Sugg
John P. Surma
Kenneth Y. Tanji
* See page 20 for “audit committee financial expert” information as defined under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.
Construction / Engineering / Manufacturing

Nominees with this skill/qualification:

Ralph A. LaRossa
Willie A. Deese
Jamie M. Gentoso
Ricardo G. Pérez
Laura A. Sugg
John P. Surma
Environment / Science

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Jamie M. Gentoso
Valerie A. Smith
Laura A. Sugg
John P. Surma
Technology / Cybersecurity

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Willie A. Deese
Ricardo G. Pérez
Scott G. Stephenson
Laura A. Sugg
Energy Industry

Nominees with this skill/qualification:

Ralph A. LaRossa
Susan Tomasky
Ricardo G. Pérez
Laura A. Sugg
John P. Surma
Audit Committee
Barry H. Ostrowsky
Chair
Willie A. Deese
Scott G. Stephenson
Laura A. Sugg
Kenneth Y. Tanji
Meetings Held in 2023: 5
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 Barry H. Ostrowsky, Scott G. Stephenson and Kenneth Y. Tanji is an “audit committee financial expert” under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.
The Audit Committee Report appears under Proposal 4: Ratification of the Appointment of Independent Auditor on page 77.
Executive Committee
Ralph A. LaRossa
Chair
Susan Tomasky
Willie A. Deese
Barry H. Ostrowsky
The Executive Committee consists of the Chair of the Board, the Lead Director, and at least one additional Independent Director. 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 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: corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions.
Finance Committee
Scott G. Stephenson
Chair
Jamie M. Gentoso
Barry H. Ostrowsky
Kenneth Y. Tanji
Meetings Held in 2023: 5
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;
  • Provides oversight of finance and investment, commodity, credit, liquidity, and tax event risks;
  • Discusses with management our risk assessment and risk management policies;
  • Oversees the investment guidelines for, and investment performance of, the Company’s pension trust funds and nuclear decommissioning trust funds; and
  • Reviews with management credit agency ratings and analyses.
Governance, Nominating and Sustainability Committee
Willie A. Deese
Chair
Susan Tomasky
Valerie A. Smith
Laura A. Sugg
John P. Surma
Meetings Held in 2023: 6
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 related to Board and committee composition;
  • Oversees the self-evaluation process of the Board, its committees and Independent Directors;
  • 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 (including the annual review of our Corporate Political Participation Practice);
  • Reviews the Company’s ESG framework and evaluates ESG trends and developments as they relate to Company business;
  • 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.
Industrial Operations Committee
Laura A. Sugg
Chair
Jamie M. Gentoso
Scott G. Stephenson
John P. Surma
Meetings Held in 2023: 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 receives periodic reports for other projects that are routine but significant;
  • 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 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 in Executive Session on a regular basis from the NSRB Committee Representative, (who typically is the NSRB Chair);
  • Receives and reviews periodic reports from officers and employees who have responsibility for operation of utility and nuclear generating facilities, including regular reports from the President and COO of PSE&G and the President of PSEG Nuclear LLC/ CNO;
  • Provides oversight of crisis management related to operations of the Company;
  • Oversees all matters relating to information technology and physical security across the Company;
  • Oversees the Company’s cybersecurity program, except for oversight of cybersecurity risks related to financial controls which is the responsibility of the Audit Committee;
  • Reviews periodic reports from officers and employees who have responsibility for the Company’s cybersecurity program including regular reports from the Chief Information and Digital Officer (CIDO) and 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
Barry H. Ostrowsky
Valerie A. Smith
Meetings Held in 2023: 5
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 DEI, 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 52.
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