PEG

PSEG
2023 Proxy Statement
for 120 years and counting.
POWERING
PROGRESS
Notice of Annual Meeting
April 18, 2023 – 1 P.M. ET
Virtual Only
energy

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT OF PSEG

PLEASE VOTE ON THESE ITEMS

To Submit Proposals for the 2024 Annual Meeting

This year we are pleased to save costs and help protect the environment by using the “Notice and Access” method of delivery of proxy materials. Instead of receiving paper copies of our proxy materials in the mail, many shareholders this year will receive a Notice of Internet Availability of Proxy Materials (“Notice”), which provides an Internet website address where shareholders can access electronic copies of the proxy materials and vote. The website also has instructions for voting by phone and for requesting paper or e-mail copies of the proxy materials and proxy card.

If your shares are held by a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), including those in the various stockholder and employee plans that we offer, please follow the voting instructions from your bank, broker or plan administrator. For more information, see page 82.

The Proxy Statement and Annual Report to Stockholders are available at www.pseg.com/annualmeeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 18, 2023.

		Future Electronic Delivery   You can help us and the environment by choosing to receive future proxy statements and related documents such as the Annual Report and Form 10-K by electronic delivery. You may sign up for future electronic delivery at the website below, depending on the nature of your ownership. Please note that these are not the same sites to use for voting. For further information about how to vote, see the Notice of Annual Meeting of Stockholders and page 81.   •   If you are a stockholder of record, please go to www.proxyconsent.com/peg   •   For shares held in Employee Benefit Plans, please go to www.proxyconsent.com/peg   •   If your shares are held by a bank or broker, please go to https://enroll.icsdelivery.com/peg

Table of Contents

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Forward Looking Statements

Forward-Looking Statements     

The statements contained in this Proxy Statement that are not purely historical are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. When used herein, the words “anticipate,” “intend,” “estimate,” “believe,” “expect,” “plan,” “should,” “hypothetical,” “potential,” “forecast,” “project,” variations of such words and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Factors that may cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC), and available on our website: https://investor.pseg.com. All of the forward-looking statements made in this Proxy Statement are qualified by these cautionary statements and we cannot assure you that the results or developments anticipated by management will be realized or even if realized, will have the expected consequences to, or effects on, us or our business, prospects, financial condition, results of operations or cash flows. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this Proxy Statement apply only as of the date hereof. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even in light of new information or future events, unless otherwise required by applicable securities laws. Information on our website should not be deemed incorporated into, or as a part of, this report.

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Board Membership Selection

The selection of qualified, engaged directors with diverse skills and viewpoints is critical to our success and to the long-term interests of our stockholders. The Governance, Nominating and Sustainability Committee considers the mix of qualifications of Board members, evaluates prospective nominees and recommends candidates to the Board. The Board’s evaluation is focused on the strategic needs of the Company and the composition of the Board. Our current director(s) search process includes emphasis on the candidates’ diversity characteristics.

 

Board Selection Criteria and Qualifications

DIVERSITY OF SKILLS, EXPERIENCE, GENDER, RACE AND ETHNICITY. The Governance, Nominating and Sustainability Committee considers the need for diversity in background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities, gender, race and ethnicity as well as other traits desirable for an optimal combination of qualified individuals.

TIME TO DEVOTE TO BOARD SERVICE. The Governance, Nominating and Sustainability Committee also considers the amount of time that a candidate will likely have to devote to the duties required of a director.

REVIEW OF POTENTIAL CONFLICTS. Prior to a director accepting an invitation to serve as a director of another company, the Governance, Nominating and Sustainability Committee reviews potential conflicts. The Governance, Nominating and Sustainability Committee also reviews the relevant details of any new position of a director and determines the continued appropriateness of Board membership.

INDEPENDENCE. A majority of the Board must consist of Independent Directors in accordance with our Corporate Governance Principles and NYSE requirements.

NOMINEES FOR DIRECTOR

Set forth on the following pages is important information about our director nominees.

 

		THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES BELOW.

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Corporate Governance – Role of the Board of Directors

CORPORATE GOVERNANCE

Role of the Board of Directors

PSEG is governed by our Board and its committees that meet throughout the year. The Board is elected by our stockholders and is the ultimate decision-making body of the Company except for the items reserved to stockholders.

The Board provides direction and oversight by:

The Board holds an annual strategy session in addition to its regular meetings, receives regular updates and actively engages in dialogue with our senior management. The Board has full and free access to all members of management and corporate records and may hire its own consultants and advisors as it deems necessary.

Board Leadership Structure

The Board has determined that, at the present time, it is in the best interests of the Company and stockholders for all three positions of Chair of the Board, President and CEO to be combined under the leadership of Ralph A. LaRossa. The Board believes that Mr. LaRossa possesses the attributes of experience, judgment, vision, managerial skill and overall leadership ability essential for our continued success. The Board also believes that a strong, Independent Lead Director complements the role of the CEO, enhances the significant contributions of our Independent Directors and promotes confidence in our governance structure.

The Role of Our Lead Director

Our Lead Director is an Independent Director designated annually by the Independent Directors and typically serves in that capacity for four years. The Lead Director’s duties include:

		•  Presiding over executive sessions of the Independent Directors;   •  Providing the Independent Directors with a key means for collaboration and communication;   •  Coordinating with the Chair of the Board and Committee Chairs to set agendas for Board and committee meetings;   •  Reviewing quality and timeliness of information provided to the directors; and   •  Ensuring a robust Board self-evaluation.

Our Corporate Governance Principles

The Board has adopted and operates under our By-Laws and Corporate Governance Principles. The Corporate Governance Principles provide guidelines for directors and management to effectively pursue and support our business objectives. The Corporate Governance Principles govern our board structure, requirements of our directors, board operations and functioning of our Board committees and are reviewed annually by the Governance, Nominating and Sustainability Committee, which recommends any changes to the Board. Our By-Laws and Corporate Governance Principles can be found on our website at https://investor.pseg.com/governance/governance-overview.

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Corporate Governance – Board and Committee Self-Assessment Process

Board and Committee Self-Assessment Process

Our Board and committees each have a robust annual process for self-assessment, as shown below.

Director Education and Orientation

To assist the Board in understanding the Company and to maintain the necessary knowledge to perform their responsibilities, members of our Board are provided a variety of learning opportunities throughout the year.

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Corporate Governance – Board and Committee Meetings and Attendance

Board and Committee Meetings and Attendance

In 2022, the Board met seven times, including five regular meetings, one strategy session and one special meeting. The PSE&G Board met seven times, including five regular meetings, one strategy session and one special meeting. During 2022, each director attended at least 75% of the aggregate number of meetings of the Board and the committees on which the director served. All of the directors who were elected in 2022 attended the 2022 Annual Meeting of Stockholders.

Our Corporate Governance Principles provide that each director is expected to attend all Board meetings, all meetings of committees of which the director is a member and the Annual Meeting of Stockholders.

Service on Other Boards

The experience gained through other directorships provides our Board with a breadth of valuable knowledge and insight. Advance approval by the Governance, Nominating and Sustainability Committee is required for service on any public company board. All of our nominees have successfully balanced other demands on their time and attention in meeting their obligations to PSEG.

Board Committees

Our Board has six standing Committees: Audit; Governance, Nominating and Sustainability; Executive; Finance; Industrial Operations (IOC); and Organization and Compensation. A description of each Committee follows.

Committee assignments and Chairs are regularly reviewed and periodically changed to optimize the talents of our directors and meet the Company’s evolving needs.

Each Committee has open and free access to all Company information, may require any of our officers or employees to furnish it with information, documents or reports, may investigate any matter involving us and has discretion to hire outside resources. Each Committee, other than the Executive Committee, has a charter that defines its roles and responsibilities and annually conducts a performance evaluation of its activities and a review of its charter.

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.

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Corporate Governance – Board Committees

Key Responsibilities

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Corporate Governance – Integrated Approach to Shareholder Engagement

Integrated Approach to Shareholder Engagement

The Board and management conduct engagement efforts throughout the year in an integrated approach, including through investor conferences, analyst meetings, and one-on-one discussions. Understanding the issues that are important to our shareholders is critical for our accountability. We have robust conversations on topics such as business strategy, corporate governance, executive compensation, risk management, human capital management and ESG matters.

Our Board routinely reviews and improves our practices and disclosures in a manner that best supports our business and our culture taking into account feedback from shareholder engagement. For this year, we enhanced our disclosure of Board diversity and refreshment, added an education credentials section in each of our directors’ biographies, and updated the Governance, Nominating and Sustainability Committee name to clarify its oversight of risks related to ESG matters.

In response to increased shareholder interest, the Board reviewed and adopted an amendment to the By-Laws to reduce the threshold required to call a special meeting upon the written request of the shareholders of capital stock entitled to cast at least 25% of the votes. Also, in response to increased shareholder interest, this year’s proxy includes a management proposal for the removal of supermajority requirements from our governing documents (see Proposal 4 on page 74).

Shareholder Outreach and Engagement

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Corporate Governance – Board and Committee Oversight of Risk Management

Board and Committee Oversight of Risk Management

The objective of PSEG’s risk management program is to support the achievement of growth and business objectives within acceptable risk levels. An important aspect of the program is promoting a risk-aware culture where all employees have a responsibility for identifying and communicating risks, and where there is clear accountability for risk mitigation.

The Board has ultimate responsibility for the oversight of risk management at PSEG, overseeing the Company’s risk management program and reviewing the most significant risks facing the Company.

The Board interacts with senior management regarding assessment and mitigation of the most significant risks facing the Company, across a range of categories that includes strategic, financial, operational, climate and environmental, human capital management, health and safety, legal and compliance and reputational risks.

The Governance, Nominating and Sustainability Committee reviews key enterprise risks and recommends to the Board the mapping of each risk to an appropriate committee or the full Board, in accordance with the allocation of risk categories reflected in the charter of each committee.

The Board’s oversight of risk management is supported by the Risk Management Committee, which consists of senior executives, and by the Enterprise Risk Management (ERM) team, led by PSEG’s Senior Vice President – Audit, Enterprise Risk and Compliance in collaboration with other assurance functions and management committees and councils, such as the Cybersecurity Council. (For more information on cybersecurity risk management, see the next section.) At least annually, the Governance, Nominating and Sustainability Committee and Audit Committee are briefed on enterprise-level risks and emerging risks. Throughout the year, the Board and each committee provide ongoing oversight of key enterprise risks through deep-dive risk reviews and updates presented by representatives of the relevant line of business and functional areas. The risk reviews include analyses of underlying risk causes, as well as reviews of current risk mitigation and response activities. The committees report out to the Board regarding their risk reviews and elevate risk issues to the Board as appropriate. Management integrates risk assessment and mitigation into business decisions and planning and escalates issues to the committees and Board as appropriate.

Board Oversight of Cybersecurity

In an effort to reduce the likelihood and severity of cybersecurity incidents, we have established a comprehensive cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our technology systems. The Board, its Industrial Operations Committee and Audit Committee, and senior management receive frequent reports on such topics as personnel and resources to monitor and address cybersecurity threats, technological advances in cybersecurity protection, rapidly evolving cybersecurity threats that may affect us and our industry, cybersecurity incident response and applicable cybersecurity laws, regulations and standards, as well as collaboration mechanisms with intelligence and enforcement agencies and industry groups, to assure timely threat awareness and response coordination.

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Corporate Governance – Board Oversight of Cybersecurity

Our cybersecurity program is focused on the following areas:

Governance:

Training and Awareness: Providing annual cybersecurity training for all personnel with network access, as well as additional education for personnel with access to industrial control systems or customer information systems; and conducting phishing exercises with progressive consequences for failures. Employees also receive periodic cybersecurity awareness messages and each October, are invited to presentations throughout the month from internal and external cyber experts covering diverse cyber topics.

Technical Safeguards: Managing controls to protect our network perimeter, internal Information Technology (IT) and Operational Technology (OT) environments, such as internal and external firewalls, network intrusion detection and prevention, penetration testing, vulnerability assessments, threat intelligence, anti-malware and access controls.

Vendor Management: Maintaining a risk-based vendor management program, including the development of robust security contractual provisions.

Incident Response Plan: Maintaining and updating a cyber incident response plan that addresses the life cycle of a cybersecurity incident from a technical perspective (i.e., detection, response, and recovery), as well as data breach response (with a focus on external communication and legal compliance); and conducting regular table top exercises to test plan effectiveness (both internally and through external exercises).

Mobile Security: Maintaining controls to prevent loss of data through mobile device channels.

PSEG also maintains physical security measures to protect its OT systems, consistent with a defense in depth and risk-tiered approach. Such physical security measures may include access control systems, video surveillance, around-the-clock command center monitoring, and physical barriers (such as fencing, walls, and bollards). Additional features of PSEG’s physical security program include threat intelligence, insider threat mitigation, background checks, a threat level advisory system, a business interruption management model, and active coordination with federal, state, and local law enforcement officials.

Response to COVID-19 Pandemic

PSEG provides essential electric and natural gas service to over 3.5 million customers in New Jersey and Long Island, New York – two states that saw the highest COVID-19 positivity and morbidity in early 2020. During this challenging time, PSEG was able to deliver more than just heating and power to homes, businesses, and essential emergency services. It powered the communications infrastructure, enabled the work-from-home economy, and maintained the critical energy infrastructure that supports economic activity throughout our service territories.

While COVID-19 continues to impact society and our business on a daily basis, it does so in a far different way than it did in the initial years and we continue to remain agile in our response. The majority of our workforce continues to work onsite to provide safe and reliable power to our customers and to further our clean energy future. Recognizing that remote and hybrid work can be successful with the right tools in place, we introduced a flexible work model – Work, Live, Hire Responsibly – in 2021. In 2022, steps were taken to operationalize this model by providing a remote work allowance and tools and training to support remote and hybrid work.

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Corporate Governance – Our Approach to Sustainability

Our Approach to Sustainability

Sustainability and ESG are critical to our mission and vision. The Board’s Governance, Nominating and Sustainability Committee has the mandated responsibility for overseeing sustainability, climate strategy, and our net-zero transition. The full Board plays a proactive role in understanding how each business area incorporates ESG and corporate citizenship into the company’s strategy.

We are progressing on our strategy to become a predominantly regulated electric and gas utility and carbon-free generation company, powered by its diverse, dedicated and highly skilled workforce. Our business strategy has evolved to reflect not only how the effects of climate change might impact PSEG and its stakeholders, but also how our business operations can positively impact the communities where we operate and the world where we live. In the last decade especially, we have strengthened our governance, proactively decarbonized our operations and embraced new opportunities, allowing us to adapt to the increasing social and environmental needs of our business.

Our Environmental Priorities

We remain guided by our vision to power a future where people use less energy, and it’s cleaner, safer and delivered more reliably than ever. Our investments remain focused on carbon-free energy and in building the infrastructure needed to help New Jersey meet its long-term clean energy goals.

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Corporate Governance – Our Social Priorities

Our Social Priorities

Our Corporate Citizenship priorities of environmental sustainability, social justice and equity focus on creating a positive impact on the communities we serve. Through strategic partnerships and activities, charitable giving and in-kind donations, and a robust employee giving program, the PSEG Foundation and Corporate Social Responsibility are building broader connections that support our communities.

PSEG Foundation & Corporate Responsibility: In 2022, the PSEG Foundation announced its new strategic pillars of environmental sustainability, social justice, and equity and economic empowerment. Over the past five years, the PSEG Foundation awarded more than $40 million in grants through various programs including strategic partnerships, the Neighborhood Partners Program and a robust employee-matching gift and volunteer grant program to help organizations that support thousands of individuals and families across the region.

Also in 2022, New Jersey Institute of Technology (NJIT) awarded PSEG and the PSEG Foundation with the Outstanding Corporate Award. The PSEG Foundation has supported NJIT’s Summer Energy and Sustainability Program since 2015 for rising 8th grade students from urban schools to provide access to high quality instruction in STEM and college readiness skills.

Human Capital Management: Our People

Our Human Capital Management strategy is integrated with our overall ESG goals and is designed to support our ability to attract, develop and retain a high performing diverse workforce and to continue building on our strong culture of inclusion to sustain our business both today and in the future.    

* Employees classified as Vice President and above

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Corporate Governance – Our Social Priorities

Our Culture   PSEG aspires for a culture of inclusion and operational excellence to support its employees, customers and the many diverse communities we serve. Through our Core Commitments, we reinforce our culture and expectations for “how” we work. We solicit feedback from employees through focus groups, listening sessions and employee experience surveys. In the latest survey, we saw improvements in many areas including comfort speaking up, belonging, and manager relationship, with an overall engagement score of 82%.   Health, Safety and Well-Being   Protecting the health, safety and well-being of our employees, contractors and the communities that we serve is one of our Core Commitments. We empower employees to question, stop and correct any unsafe act or condition. To hold ourselves accountable, we have annual performance goals related to compliance with health and safety policies, practices and procedures.   Diversity, Equity and Inclusion   We work to foster a culture of belonging and equity, where diversity is celebrated and inclusion is the norm. Our DEI program combines individual and site-specific efforts with company-wide leadership development and training programs. Since publishing our first Diversity, Equity and Inclusion (DEI) Report in 2021, we have continued to build on the company’s Inclusion for All strategy.

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Corporate Governance – Our Social Priorities

PSEG’s Women in Skilled Trades Initiative and Inclusive Workspace for Women Program supports the women hired into skilled trades roles by providing regular interaction with leadership and each other to create internal support and exposure to help them succeed.

Our initiatives to advance DEI includes doing business with certified minority, women, veteran & LGBT- owned businesses and maintains a supplier diversity process that is integrated into our company culture. PSEG achieved its goal to spend 30% with diverse suppliers by 2023 in 2021, two years ahead of schedule.

Leadership Development Offerings: Developed leadership programs for front-line people leaders, hi-potential talent as well as targeted development for new college hires.

Mentoring and Professional Coaching: Provided formal and informal mentoring opportunities through EBRG-sponsored programs, reverse mentoring and mentoring circles. In addition, confidential coaching was offered to help employees navigate personal and professional growth and development.

Technical Training: Provided technical classroom and on-the-job training in the core curriculums for craft employee apprentice programs. Classroom training consists of computer based, instructor lead virtual training, and self-guided e-learning, as well as hands-on skill instruction, exercises and evaluations.

Total Rewards Program

In addition to our competitive pay, incentives and benefits programs, our Total Rewards offerings take into account the safety, health and overall well-being of our employees. We offer an array of programs designed to support physical, emotional, social, and financial wellness, the foundation of employee engagement and productivity.

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Corporate Governance – Our Social Priorities

Labor Relations

We are proud of the partnership we have with union leadership across our six unions and the employees they represent. We believe our strong relationship with our unions allowed for negotiation of permanent agreements that support PSEG’s flexible work model and other midterm agreements that support strategic objectives and business goals.

Just Transition: PSEG strives for a fair, equitable and transparent approach to human capital management, one that is grounded in treating people with dignity and respect. This was illustrated during the sale of the fossil generating portfolio when employees working at the fossil facilities transferred with the business and all collective bargaining agreements applicable to the union-represented workforce were assumed. Others impacted by the sale were provided time to prepare and consider other job opportunities within the company if they desired. With evolving technologies in energy and digital advancements, we look for training, upskilling and redeployment opportunities within our existing workforce.

Our Governance Priorities

Sound corporate governance is integral to the results and progress we achieve. We are guided by a code of conduct and integrity that emphasizes high ethical standards, accountability and transparency. Governance is a top priority and includes a focus on enterprise risk management (see p. 23), cybersecurity (see p. 23), political contributions (see p. 29) and executive compensation (see p. 40). Our Board exercises oversight, supported by each committee, as reflected in their charters.

Sound corporate governance starts from the top where we strive to balance the right mix of Board diversity characteristics (including skills, backgrounds, gender, racial and ethnic diversity) that will enable us to achieve our strategic goals. Our Board is continuously refreshed and we had five new independent directors join our Board in the past four years. For more information, see pages 7-10.

Our ESG goals are also linked to executive compensation. Compensation scorecards reflect key ESG goals including diversity, equity and inclusion, climate and sustainability. For more information, see page 49.

Oversight of Political Contributions and Engagement Activities

The Company is committed to maintaining orderly, stable and productive relationships with its stakeholders in government. The nature of our business requires that we are a trusted corporate citizen with an unwavering commitment to integrity. The Governance, Nominating and Sustainability Committee oversees our political engagement activities in accordance with our Corporate Political Participation Practice, which may be found here: https://investor.pseg.com/esg/governance-overview/default.aspx

Our Corporate Political Participation Practice includes various controls on the Company’s political engagement activities. These controls include requirements applicable to the Company’s interactions with prominent political figures and its contributions to political organizations and social welfare organizations (i.e., 501(c)(4) organizations). For example, any contribution to a social welfare organization must undergo a robust review to confirm the contribution will not result in unreasonably adverse reputational or business risk and must be approved by both the Senior Vice President – Corporate Citizenship as well as the EVP and General Counsel. These controls also include the review and approval process applicable to engaging firms or suppliers with connections to prominent political figures; incorporated in this process is a requirement that firms or suppliers that perform lobbying activities or political consulting may not subcontract work without our prior review and approval.

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Corporate Governance – Our Governance Priorities

The report is available here: https://investor.pseg.com/esg/ governance-overview/default.aspx

What We Expect of Our Employees, Officers and Directors

We have a long-established corporate culture of emphasizing integrity, honesty and the highest ethical standards and require all to remain in compliance with our Standards of Conduct. Our Senior Vice President, Audit, Enterprise Risk and Compliance has overall responsibility for administering the Standards of Conduct under the oversight of the Audit Committee.

The Standards of Conduct are posted on our website at: https://corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct

Our Standards of Conduct:

We require every available employee to complete annual training on the Standards of Conduct.

We commit to post on our website:

In 2022, we did not grant any waivers to the Standards of Conduct.

Our Standards of Conduct, Compliance Program, Related Person Transactions Practice and Conflicts of Interest Practice described below, establish clear policies and procedures regarding personal and business conduct. Our written management practices provide that any capital investment with a non-PSEG entity or its affiliate, for which one of our directors or officers serves as a director or executive officer, must be approved by our Board. These are our only written policies and procedures regarding the review, approval or ratification of transactions with related persons.

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Corporate Governance – Certain Relationships and Related Person Transactions

Certain Relationships and Related Person Transactions

Under our Related Person Transactions Practice, which is administered by the Governance, Nominating and Sustainability Committee, directors and executive officers must report any potential related person transactions.

For purposes of our Related Person Transactions Practice, a related person transaction includes transactions in which PSEG is a participant, the amount involved exceeds $120,000 and a “related person” has or will have a direct or indirect interest. Related persons of PSEG consist of directors (including director nominees), executive officers, stockholders beneficially owning more than 5% of PSEG’s voting securities and the immediate family members of these individuals.

The Governance, Nominating and Sustainability Committee reviews the facts and circumstances of each transaction and approves or ratifies related person transactions that it determines are in the best interests of PSEG and its stockholders. The Governance, Nominating and Sustainability Committee’s consideration includes:

PSEG Director Barry H. Ostrowsky was the President and CEO of RWJBarnabas Health (RWJBarnabas), a non-profit corporation incorporated in New Jersey until his retirement from RWJBarnabas Health in December 2022.

Christopher LaRossa, brother of Ralph A. LaRossa, Chair of the Board, President and CEO of PSEG, is an employee of, and receives compensation from, PSE&G. During 2022, Christopher LaRossa served and currently serves as District Manager – Regulatory Policy and Procedure. The approximate total compensation paid to Christopher LaRossa during 2022 was within the range set for employees with comparable qualifications and responsibilities who held similar positions at the Company (salary of $118,300-$236,600 plus incentive compensation targeted at 20% of salary). He also received health and welfare benefits available to all other employees in a similar position. His compensation was determined in accordance with our compensation practices applicable to employees who hold similar positions. Ralph A. LaRossa did not and does not have any direct responsibility for directing or reviewing his brother’s work or any influence over his brother’s compensation or the other terms of his employment.

The Governance, Nominating and Sustainability Committee reviewed all of the transactions referenced above and determined that they are in the best interests of PSEG and its stockholders. We do not have any other related person transactions that meet the requirements for disclosure in this Proxy Statement.

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Corporate Governance – Conflicts of Interest

Conflicts of Interest

The Corporate Governance Principles provide that a director must notify the Chair of the Governance, Nominating and Sustainability Committee if the director encounters a conflict of interest or proposes to accept a position with a new entity so that potential conflicts of interest may be reviewed. Our Conflicts of Interest Practice applies to all employees and directors and covers situations where individual interests are or could be at odds or in conflict with PSEG’s interests. These situations are required to be reported to our Office of Ethics and Compliance, which may conduct an investigation or take actions it deems appropriate. Similarly, PSEG’s Supplier Code of Conduct applies to all suppliers performing work for the Company, and requires that suppliers recognize and disclose any conflicts of interest to PSEG’s Office of Ethics and Compliance.

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Security Ownership Table

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to the beneficial ownership of our common stock as of February 17, 2023 by our named executive officers, our current directors and nominees, and all of our executive officers and directors as a group. The table also shows as of February 17, 2023, beneficial ownership in shares by any person or group known to us to be the beneficial owner of more than five percent of our common stock. According to the Schedule 13G filed by each owner with the SEC, these securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the Company.