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2025 Proxy Statement
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Page 103 of 103
Proxy Summary
Recent Awards & RecognitionsNotice 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- Board Leadership Structure- The Role of Our Lead Independent Director- Our Corporate Governance Principles- Board and Committee Self-Assessment Process- Director Education and Orientation- Board and Committee Meetings and Attendance- Outside Time Commitments- Board Committees- Integrated Approach to Shareholder Engagement- Board and Committee Oversight of Risk Management- Board Oversight of Cybersecurity- Our Approach to Sustainability- Our Sustainable Priorities- Our People- 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- 2024 Summary Compensation Table- 2024 Grants of Plan-Based Awards Table- Outstanding Equity Awards at Year-End December 31, 2024 Table- Option Exercises and Stock Vested During 2024 Table- 2024 Pension Benefits Table- Qualified and Non-Qualified Pension Plans- 2024 Non-Qualified Deferred Compensation Table- Deferred CompensationPotential Payments Upon Termination of Employment or Change-In-ControlPay RatioPay Versus Performance
Management ProposalRatification of AuditorProposal 4: Ratification of the Appointment of Independent AuditorOversight of the Independent Auditor- Pre-Approval of Services- Fees Billed by Deloitte for 2024 and 2023Audit 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 IncorporationOur Vision & Values
Meet the Board Proxy Summary
Proxy SummaryRecent Awards & RecognitionsNotice 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- Board Leadership Structure- The Role of Our Lead Independent Director- Our Corporate Governance Principles- Board and Committee Self-Assessment Process- Director Education and Orientation- Board and Committee Meetings and Attendance- Outside Time Commitments- Board Committees- Integrated Approach to Shareholder Engagement- Board and Committee Oversight of Risk Management- Board Oversight of Cybersecurity- Our Approach to Sustainability- Our Sustainable Priorities- Our People- 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- 2024 Summary Compensation Table- 2024 Grants of Plan-Based Awards Table- Outstanding Equity Awards at Year-End December 31, 2024 Table- Option Exercises and Stock Vested During 2024 Table- 2024 Pension Benefits Table- Qualified and Non-Qualified Pension Plans- 2024 Non-Qualified Deferred Compensation Table- Deferred CompensationPotential Payments Upon Termination of Employment or Change-In-ControlPay RatioPay Versus Performance
Management ProposalRatification of AuditorRatification of AuditorProposal 4: Ratification of the Appointment of Independent AuditorOversight of the Independent Auditor- Pre-Approval of Services- Fees Billed by Deloitte for 2024 and 2023Audit 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 IncorporationOur Vision & Values
Meet the Board |
Meet the Board Menu
Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Age*: 61
Director Since:
2022
Primary Occupation: Chair of the Board, President and Chief Executive Officer of PSEG
Committee Memberships**:
Lead Independent Director
Age*: 72
Independent Director Since:
2012
Primary Occupation: Retired President of AEP Transmission of American Electric Power Corporation
Committee Memberships**:
Age*: 69
Independent Director Since:
2016
Primary Occupation: Retired Executive Vice President of Merck & Co. Inc.
Committee Memberships**:
Age*: 48
Independent Director Since:
2022
Primary Occupation: President of Holcim Building Envelope; Global Head of Solutions & Products Business Unit, Holcim
Committee Memberships**:
Age*: 74
Independent Director Since:
2018
Primary Occupation: Retired President and Chief Executive Officer of RWJBarnabas Health, Inc.
Committee Memberships**:
Age*: 65
Independent Director Since:
2024
Primary Occupation: Retired President and Chief Operating Officer of Westinghouse Electric Company
Committee Memberships**:
Age*: 69
Independent Director Since:
2022
Primary Occupation: President of Swarthmore College
Committee Memberships**:
Age*: 67
Independent Director Since:
2020
Primary Occupation: Retired Chairman of the Board, President and Chief Executive Officer of Verisk Analytics, Inc.
Committee Memberships**:
Age*: 64
Independent Director Since:
2019
Primary Occupation: Retired President of Australasia Division of ConocoPhillips Corporation
Committee Memberships**:
Age*: 70
Independent Director Since:
2019
Primary Occupation: Retired Chairman of the Board and Chief Executive Officer of United States Steel Corporation
Committee Memberships**:
* Director age as of the 2025 Annual Meeting ** 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. GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES
Ralph A. LaRossa
Chair of the Board, President and CEO, PSEG Age: 61 Director since: 2022
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Susan Tomasky
Lead Independent Director, PSEG Retired President, AEP Transmission of American Electric Power Corporation Age: 72 Director since: 2012
Committees
Current Public Company Directorships
Prior Public Company Directorships
Experience
Lead Independent 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
Skills and Qualifications & Experience
*Effective April 30, 2025, Ms. Tomasky will be retiring from the Board of Marathon Petroleum Corporation.
Willie A. Deese
Retired EVP, Merck & Co. Inc. and President, Merck Manufacturing Division Age: 69 Director since: 2016
Committees
Current Public Company Directorships
Prior Public Company Directorships
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 University; BA – Business Administration, North Carolina A&T State University
Reasons for Nomination
Skills and Qualifications & Experience
Jamie M. Gentoso, P.E.
President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, Holcim Age: 48 Director since: 2022
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Barry H. Ostrowsky
Retired President and CEO, RWJBarnabas Health Age: 74 Director since: 2018
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Ricardo G. Pérez
Retired President and COO, Westinghouse Electric Company Age: 65 Director since: 2024
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Valerie A. Smith
President, Swarthmore College Age: 69 Director since: 2022
Current Public Company Directorships
Prior Public Company Directorships
Experience
President of Swarthmore College, a private liberal arts college, since July 2015. 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
Skills and Qualifications & Experience
Scott G. Stephenson
Retired Chairman of the Board, President and CEO, Verisk Analytics, Inc. Age: 67 Director since: 2020
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Laura A. Sugg
Retired President, Australasia Division of ConocoPhillips Corporation Age: 64 Director since: 2019
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
John P. Surma
Retired Chairman and CEO, United States Steel Corporation Age: 70 Director since: 2019
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
*Effective August 1, 2024 Mr. Surma transitioned from Executive Chair of the Marathon Petroleum Corporation Board of Directors to its Lead Independent Director. 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 21.
Kenneth Y. Tanji
Experience
Executive Vice President and Chief Financial Officer of Prudential Financial, Inc. from December 2018 to March 2024,
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 from January 2010 to March 2013; Senior Financial Officer of
Prudential Annuities from 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
Skills and Qualifications & Experience
Experience in guiding complex organizations, including developing and implementing corporate strategies and long-term business plans. Nominees with this skill/qualification: 
Experience in capital markets, corporate or private organization finance, or accounting, through managing or servicing in such functions at large public companies or private entities, or through service on a public company board. Nominees with this skill/qualification:
* See page page 22 for “audit committee financial expert” information as defined under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.
Experience in managing construction, engineering or manufacturing projects and other related activities. Nominees with this skill/qualification: 
Experience with board oversight and/or management accountability, as well as protecting shareholder and other stakeholder interests. Nominees with this skill/qualification: 
Experience with meeting customer needs and expectations, including optimizing the customer experience. Nominees with this skill/qualification: 
Experience in utility, energy or nuclear operations. Nominees with this skill/qualification: 
Experience in overseeing or advising or being responsible for environmental, climate or sustainability practices; or understanding of environmental, sustainability and climate policy, regulation, risk or impacts. Nominees with this skill/qualification: 
Experience in law, public policy, government affairs or regulatory matters to provide insight and develop strategies that incorporate current and potential changes, as well as risks, in these areas. Nominees with this skill/qualification: 
Experience in attracting, developing, motivating, and retaining a talented workforce, as well as fostering positive workplace culture. Nominees with this skill/qualification: 
Experience in businesses with capital intensive and complex infrastructure projects, including the safety of the workforce and the public. Nominees with this skill/qualification: 
Experience overseeing or managing financial, operational, regulatory, reputational, and other significant risks that affect our business. Nominees with this skill/qualification: 
Experience with digital technology, including technology innovation, as well as the security and integrity of digital assets and systems and their associated cyber threats, risks, and mitigations. Nominees with this skill/qualification:
Audit Committee
Meetings held in 2024: 5
Key Responsibilities
The Board has determined that:
The Audit Committee Report appears under Proposal 4:
Ratification of the Appointment of Independent Auditor on page
78.
Executive Committee
The Executive Committee consists of the Chair of the Board, the Lead Independent 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 Executive Committee did not meet in 2024.
The committee charters and our By-Laws are posted on our website: corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions (click here)
Finance Committee
Meetings held in 2024: 4
Key Responsibilities
Governance, Nominating and Sustainability Committee
Meetings held in 2024: 4
Key Responsibilities
The nomination process and criteria used are described under
Board Membership Selection beginning on page 12.
Industrial Operations Committee
Meetings held in 2024: 4
Key Responsibilities
Organization and Compensation Committee
Meetings held in 2024: 6
Key Responsibilities
The Board has determined that:
The O&CC Report on Executive Compensation appears under
Proposal 2: Advisory Vote on the Approval of Executive
Compensation on page 53.
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Page 103 of 103
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