Public Service Enterprise Group Inc. Files Definitive Proxy Statement

Ticker: PEG · Form: DEF 14A · Filed: Mar 7, 2024 · CIK: 788784

Public Service Enterprise Group Inc DEF 14A Filing Summary
FieldDetail
CompanyPublic Service Enterprise Group Inc (PEG)
Form TypeDEF 14A
Filed DateMar 7, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$280 million, $3.1 billion, $2 million, $444,500
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Public Service Enterprise Group, Executive Compensation, Shareholder Meeting

TL;DR

<b>Public Service Enterprise Group Inc. has filed its Definitive Proxy Statement (DEF 14A) on March 7, 2024, detailing corporate governance and executive compensation information.</b>

AI Summary

PUBLIC SERVICE ENTERPRISE GROUP INC (PEG) filed a Proxy Statement (DEF 14A) with the SEC on March 7, 2024. Filing is a Definitive Proxy Statement (DEF 14A) filed on March 7, 2024. The reporting period end date is April 16, 2024. The company's Central Index Key is 0000788784. Incorporated in New Jersey with fiscal year ending December 31. Business and mailing address is 80 Park Plaza, 9th Floor, Newark, NJ 07102-4194.

Why It Matters

For investors and stakeholders tracking PUBLIC SERVICE ENTERPRISE GROUP INC, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming annual meeting. The DEF 14A provides detailed disclosures on compensation, director nominations, and other shareholder-related matters, impacting corporate governance.

Risk Assessment

Risk Level: low — PUBLIC SERVICE ENTERPRISE GROUP INC shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate or significant new risks are being disclosed.

Analyst Insight

Review the executive compensation details and director nominations to prepare for the upcoming shareholder meeting and potential voting.

Key Numbers

  • 2024-03-07 — Filing Date (Date the DEF 14A was filed)
  • 2024-04-16 — Period of Report (Conformed period of report)
  • 2024-03-07 — As of Date (Date as of change)
  • 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

  • PUBLIC SERVICE ENTERPRISE GROUP INC (company) — Filer name
  • 0000788784 (company) — Central Index Key
  • NJ (location) — State of Incorporation
  • 80 PARK PLAZA, 9TH FLOOR (location) — Business Address
  • NEWARK (location) — City in Business Address
  • 07102-4194 (location) — ZIP Code in Business Address
  • 973-430-7000 (phone) — Business Phone

FAQ

When did PUBLIC SERVICE ENTERPRISE GROUP INC file this DEF 14A?

PUBLIC SERVICE ENTERPRISE GROUP INC filed this Proxy Statement (DEF 14A) with the SEC on March 7, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PUBLIC SERVICE ENTERPRISE GROUP INC (PEG).

Where can I read the original DEF 14A filing from PUBLIC SERVICE ENTERPRISE GROUP INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PUBLIC SERVICE ENTERPRISE GROUP INC.

What are the key takeaways from PUBLIC SERVICE ENTERPRISE GROUP INC's DEF 14A?

PUBLIC SERVICE ENTERPRISE GROUP INC filed this DEF 14A on March 7, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) filed on March 7, 2024.. The reporting period end date is April 16, 2024.. The company's Central Index Key is 0000788784..

Is PUBLIC SERVICE ENTERPRISE GROUP INC a risky investment based on this filing?

Based on this DEF 14A, PUBLIC SERVICE ENTERPRISE GROUP INC presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate or significant new risks are being disclosed.

What should investors do after reading PUBLIC SERVICE ENTERPRISE GROUP INC's DEF 14A?

Review the executive compensation details and director nominations to prepare for the upcoming shareholder meeting and potential voting. The overall sentiment from this filing is neutral.

How does PUBLIC SERVICE ENTERPRISE GROUP INC compare to its industry peers?

Public Service Enterprise Group Inc. operates in the electric and other services combined industry.

Are there regulatory concerns for PUBLIC SERVICE ENTERPRISE GROUP INC?

The filing is a DEF 14A, a standard SEC filing for public companies related to shareholder meetings and corporate governance.

Industry Context

Public Service Enterprise Group Inc. operates in the electric and other services combined industry.

Regulatory Implications

The filing is a DEF 14A, a standard SEC filing for public companies related to shareholder meetings and corporate governance.

What Investors Should Do

  1. Analyze executive compensation packages disclosed in the DEF 14A.
  2. Review director nominations and qualifications presented in the filing.
  3. Understand proposals to be voted on by shareholders at the upcoming meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for proxy season and does not represent a change from previous periods in terms of filing type.

Filing Stats: 4,332 words · 17 min read · ~14 pages · Grade level 14.4 · Accepted 2024-03-07 16:31:25

Key Financial Figures

  • $280 million — fficiency Investments - PSEG received a $280 million nine-month extension of the PSE&G Clean
  • $3.1 billion — am through June 2024, and submitted its $3.1 billion CEF–EE II filing on December 1, 2023, s
  • $2 million — a retention RSU grant in the amount of $2 million in April 2023. This retention grant wil
  • $444,500 — sition of SVP of Nuclear Operations was $444,500 and 60%, respectively. For the pro-rate

Filing Documents

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 34 DIRECTOR COMPENSATION 35 How Our Directors Are Compensated 36 Proposal 2: ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION 38

EXECUTIVE COMPENSATION SUMMARY

EXECUTIVE COMPENSATION SUMMARY 39 2023 Named Executive Officers 39 2023 Company Performance Overview 40

Executive Compensation Philosophy and Pay for Performance

Executive Compensation Philosophy and Pay for Performance 41

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 42 Say-On-Pay and Shareholder Engagement 42

Executive Compensation Best Practices

Executive Compensation Best Practices 42 Peer Comparison and Benchmarking 43 How We Compensate Our Executives 44 Our Compensation Elements Explained 45

Executive Compensation Governance Features and Controls

Executive Compensation Governance Features and Controls 50 Accounting and Tax Implications 52 Compensation Committee Interlocks and Insider Participation 52 COMPENSATION COMMITTEE REPORT 52

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 53 2023 Summary Compensation Table 53 2023 Grants of Plan-Based Awards Table 55 Material Factors Concerning Awards Shown in Summary Compensation Table, Grants of Plan-Based Awards Table 56 Outstanding Equity Awards at Year-End December 31, 2023 Table 57 Option Exercises and Stock Vested During 2023 Table 59 2023 Pension Benefits Table 60 Qualified and Non-Qualified Pension Plans 61 2023 Non-Qualified Deferred Compensation Table 63 Deferred Compensation 63 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE-IN-CONTROL 65 Retirement Vesting 65 Termination without Cause 65 Change-in-Control 65 PAY RATIO 67 PAY VERSUS PERFORMANCE 68 Discussion and Analysis 70 Proposal 3: AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BY-LAWS 73 Proposal 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR 75 OVERSIGHT OF THE INDEPENDENT AUDITOR 76 Pre-Approval of Services 76 Fees Billed by Deloitte for 2023 and 2022 76 AUDIT COMMITTEE REPORT 77 ANNUAL MEETING, VOTING AND PROCEDURES 78 APPENDIX A: OPERATING EARNINGS (Non-GAAP) RECONCILIATIONS A-1 APPENDIX B: PROPOSED AMENDMENTS TO CERTIFICATE OF INCORPORATION B-1 APPENDIX C: PROPOSED AMENDMENTS TO BY-LAWS C-1 APPENDIX D: RESTATED CERTIFICATE OF INCORPORATION D-1 ii PSEG 2024 Proxy Statement Table of Contents

Forward-Looking Statements

Forward-Looking Statements

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," and variations of such words and similar expressions are intended to identify forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Other 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 2023 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: 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 o

Executive compensation clawback practices

Executive compensation clawback practices Majority voting for directors with a director resignation policy Stockholders' right to call special meetings (25% of shares cast) Strong independent Lead Director with clear duties Annual review and disclosure of political contributions Board oversight of sustainability, climate change, cybersecurity, and human capital management (including DEI) Diverse Board Robust stock ownership requirements for directors and executives Succession planning for CEO and key executives No poison pill Proxy access PSEG 2024 Proxy Statement 3 Table of Contents Proxy Statement Summary 2023 PERFORMANCE SNAPSHOT The charts below compare the relative contributions to earnings of PSE&G, PSEG Power LLC (PSEG Power or Power) & Other over the past five years and show our earnings growth in those years. Our financial highlights are presented below. We are a public utility holding company that is predominantly a regulated electric and gas utility and a nuclear generation business. Our business plan focuses on achieving growth by allocating capital primarily toward regulated investments in an effort to continue to improve the sustainability and predictability of our business, while focusing on modernizing our energy infrastructure, improving reliability and resilience, increasing energy efficiency and delivering cleaner energy to meet customer expectations and be well aligned with public policy objectives. You can find a more comprehensive discussion of our 2023 business and financial performance in our 2023 Annual Report on Form 10-K. See Appendix A for a complete list of items excluded from Net Income in the determination of non-GAAP Operating Earnings. Financial Highlights Dollars in Millions, except per share amounts 2023 2022 Operating Revenues 11,237 9,800 Net Income 2,563 1,031 Operating Earnings (non-GAAP) 1,742 1,739 Total Assets 50,741 48,718 Earnings Per Share (EPS) – Diluted

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS 93.2% Approval in 2023 SAY ON PAY Stockholders continued to show strong support for our executive compensation programs, with 93.2% of the votes cast for the approval of the "say on pay" proposal at our 2023 Annual Meeting. Our executive compensation program is benchmarked against our peers and helps us recruit and retain top talent. It closely links pay to performance in order to align our leadership team's interests with stockholders' interests. Our independent compensation consultant, Compensation Advisory Partners LLC (CAP), provides executive compensation services to the Board. Key Components Type Rationale Base salary Fixed Experience, skills, scope of role, performance, and competitive market. Annual cash incentive award under our Management Incentive Compensation Plan (MICP) Variable performance-based Emphasis on Operating Earnings Per Share (EPS) (non-GAAP) as the corporate financial objective and business unit financial performance, as well as additional operational and strategic metrics. Payment opportunity from zero to 200% of target percentage of salary. Equity-based incentive awards under our Long-Term Incentive Plan (LTIP), consisting of performance share units (PSUs) and restricted stock units (RSUs) Variable performance-based PSUs (70% for the Named Executive Officers (NEOs)) are measured over a three-year period based upon: (i) Total Shareholder Return (TSR) vs. peers; (ii) EPS growth; and (iii) environmental, social, and governance (ESG) priorities with the opportunity to earn between zero and 200% of target. PSUs cliff vest at the end of the three-year period, unless retirement eligible, when PSUs vest 1/36 per month. RSUs (30% for the NEOs) cliff vest at the end of three years, unless retirement eligible, when RSUs vest 1/12 per month over one year. All of our NEOs are retirement eligible. Starting with the 2024 grants, RSUs will have 3-year graded vesting (1/3 per year)

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