Compensation Discussion and Analysis –
Compensation Elements Explained
The grants included in our Summary Compensation Table were approved
in February 2022 for the NEOs. These grants are for the three-year
performance period ending December 31, 2024 and are shown in
the 2022 Grants of Plan-Based Awards Table. These awards are also
reported in the Summary Compensation Table at the grant date fair
Deferred Compensation Plans:
We offer a deferred compensation plan to our officers so they can
more effectively manage their personal tax obligations.
Participants may elect to defer all or any portion of their cash
compensation and may choose from among several different investment
options based upon the choices available in our 401(k) Plan (except
the Company Stock Fund and the Fidelity Brokerage Link Account), as
well as a market-based rate of Prime plus 1/2%, capped at 120% of
the applicable federal long-term rate.
We also have a plan that provides officers with the opportunity to
defer equity compensation. The election to defer shares underlying
an equity award must be made before the services giving rise to the
equity award are performed. Deferred shares are held in a Rabbi
Additional details about these deferred compensation plans are
provided in the descriptions following the Non-Qualified Deferred Compensation
Retirement Benefits for
Executives: Substantially all employees, including the NEOs,
receive certain qualified retirement benefits under one of the
Pension Plans, which provides either a Final Average Pay Component
or a Cash Balance Component. The nature of the individual’s Pension
Plan benefit depends upon the date of hire. Mr. Izzo,
Mr. LaRossa, Mr. Cregg, Ms. Linde and
Ms. Hanemann participate in the Final Average Pay Component as
they each began employment before January 1, 1996.
Mr. Carr participates in the cash balance component as he
began employment after January 1, 1996.
In addition to the qualified plan, we provide certain nonqualified
retirement benefits under the Reinstatement Plan and the
Supplemental Executive Retirement Income Plan (Supplemental Plan).
All of our NEOs participate in the Reinstatement Plan and
Mr. Izzo and Mr. LaRossa in the additional limited
benefit provisions of the Supplemental Plan. As described in the
Pension Benefits Table, Mr. Izzo is eligible to receive
additional years of credited service.
Additional information is provided in the Pension Benefits Table
and the accompanying narrative, below. Amounts reported for 2022
reflect changes in the discount rate as well as actuarial changes,
which impacted the benefit calculations.
We also maintain a defined contribution 401(k) Plan and provide a
partial employer matching contribution for 401(k) Plan
participants. We provide retirees with the opportunity to receive
medical benefits with a subsidy available to participants in the
Final Average Pay Component of the Pension Plan who meet the
Severance and Change-In-Control Benefits for
Executives: We provide severance benefits in the event of
certain employment terminations to all officers, including the
NEOs. All of our NEOs participate in our Key Executive Severance
Plan. Mr. Izzo and Mr. LaRossa are also eligible for
certain other severance benefits, as described under Potential
Payments Upon Termination of Employment or Change-In-Control.
We provide severance benefits upon a change-in-control to officers. A
change-in-control is by its
nature disruptive to an organization and its executives. Executives
are frequently key players in the success of organizational change.
To assure the continuing performance of these executives and
maintain stability and continuity in the face of a possible
termination of employment in the event of a change-in-control, we provide a
competitive severance package.
Neither our Key Executive Severance Plan nor Mr. Izzo’s
severance agreement provide for gross-up payments from us in the event
that any NEO or other participant is subject to an excise tax
related to receipt of a change-in-control payment. Both
the Key Executive Severance Plan and Mr. Izzo’s severance
agreement include a “double-trigger” provision on benefits, which
are paid only in the event of termination of employment following a
change-in-control. PSU payments,
if any, are prorated. No benefits are paid in the event of a
termination for cause.
Severance and change-in-control benefits are
described under Potential Payments Upon Termination of Employment
Perquisites for Executives
We provide certain perquisites that are reasonably aligned with
those of our peers or provide benefit to us, such as providing
personal security to executives with a high public profile and
allowing executives to be productive while commuting. These include
an automobile stipend (and for the CEO, a driver), parking,
reimbursement of relocation expenses, annual physical examinations,
limited personal and spousal travel including use of aircraft (in
accordance with the policy we have established and with CEO
approval), home security, limited personal technology, charitable
contributions on behalf of the individual, limited club
memberships, limited reimbursement of credit card annual fees and
limited personal entertainment. These perquisites are described in
the 2022 Summary Compensation Table, as applicable.
We do not provide a tax gross-up of personal benefit amounts
deemed to be taxable income under federal or state income tax laws
and regulations, except for certain relocation expenses, primarily
in the case of newly hired executives.
2023 Proxy Statement