DEF 14A of PG&E Corp, Apr 4, 2024

DEF 14A of PG&E Corp

Filed Apr 4, 2024 · FY20230001004980-24-000044

Open on EDGAR

  1. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES The names of the nominees for directors of the Corporation and the Utility and certain biographical information as of March 18, 2024 are set forth below:

  2. DIRECTOR NOMINEE BIOGRAPHIES

    | Rajat Bahri | Director Since | Age | Current Board Committees | | | July 2020 | 59 | •Audit •Finance and Innovation | | | Current Position Chief Financial Officer, Icertis | | | | Skills Matrix Financial Performance and Planning Technology and Cybersecurity Large Scale Customer Experience | Background •Chief Financial Officer, Icertis (Contract lifecycle management software company) (2022 to present) •Chief Financial Officer, ID.me, Inc. (Digital identity network) (2021 to 2022) •Chief Financial Officer, Wish (Digital marketplace) (2016 to 2021) •Chief Financial Officer, Jasper Technologies Inc. (Internet of Things service platform) (2013 to 2016) •Chief Financial Officer, Trimble Navigation Limited (Information technology) (2005 to 2013) Experience, Skills, and Expertise Mr. Bahri is a seasoned Chief Financial Officer with public company experience and extensive knowledge of finance, financial performance and planning and audit. He is skilled at building enterprise-wide systems and teams, and brings decades of experience in executive compensation, enterprise risk management, and corporate governance, as well as the operation of audit committees. As a California resident, Mr. Bahri also provides the perspective of a utility customer to the Board. Past Public Company Board Service •STEC, Inc. (2008 to 2011) (Chair of the Audit Committee) | | |

  3. DIRECTOR NOMINEE BIOGRAPHIES

    | Cheryl F. Campbell | Director Since | Age | Current Board Committees | | | April 2019 | 64 | •Executive (Chair, Pacific Gas and Electric Company) •Safety and Nuclear Oversight (Chair) •Sustainability and Governance | | | Recent Position Retired Senior Vice President of Gas, Xcel Energy, Inc. | | | | Skills Matrix Natural Gas Transmission, Distribution, and Safety Risk Management Workforce and/or Public Safety | Background •Energy Industry Consultant (2019 to 2021) •Senior Vice President, Gas (2015 to 2018); Vice President (2011 to 2015); Director, Gas Asset Strategy (2004 to 2008), Xcel Energy, Inc. (Electric and natural gas utility) Experience, Skills, and Expertise Ms. Campbell has deep experience in risk management and oversight, as well as employee and public safety. She has worked on safety regulations at the national level, serving on the Department of Transportation’s Gas Pipeline Advisory Committee, and with organizations involved in environmental sustainability. Ms. Campbell was a member of the independent panel assessing the enterprise risk management and overall safety of the 11 gas utilities in Massachusetts in the aftermath of the September 2018 explosions and fires in Merrimack Valley. Public Company Board Service •TC Energy Corporation (2022 to present) Other Board Service •National Association of Corporate Directors (NACD), Colorado Chapter (2022 to present) •JANA Corporation (2020 to present) •Summit Utilities, Inc. (2020 to present) (Chair of the Board) Past Board Service •Women’s Leadership Foundation (2020 to 2023) (Chair of the Board) •National Underground Group (2018 to 2023) •Gold Shovel Association (2020 to 2022) | | |

  4. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 15 |

  5. DIRECTOR NOMINEE BIOGRAPHIES

    | Edward G. Cannizzaro | Director Since | Age | Current Board Committees | | | February 2023 | 63 | •Finance and Innovation •Audit | | | Recent Position Former Global Head of Quality, Risk and Regulatory, KPMG International | | | | Skills Matrix Financial Performance and Planning Risk Management Audit | Background •Global Head of Quality, Risk and Regulatory, KPMG International Limited (2018 to 2022) •National Managing Partner - Risk Management, KPMG (2016 to 2018) •Lead Engagement Partner, KPMG (2009 to 2016) Experience, Skills, and Expertise Mr. Cannizzaro brings 40 years of experience as a global financial executive to the Boards of the Corporation and the Utility. He has a deep background in financial accounting and reporting, risk management, operations, and operational regulatory compliance. During his tenure at KPMG, he served as the Global Head of Quality, Risk and Regulatory, the West Area Managing Partner of Audit, and provided sound oversight and governance as a member of the Board of Directors of KPMG Americas and KPMG US. Mr. Cannizzaro also provides the perspective of a PG&E customer and California resident. Public Company Board Service •Ross Stores, Inc. (2022 to present) Past Board Service •KPMG LLP (2015 to 2018) | | |

  6. DIRECTOR NOMINEE BIOGRAPHIES

    | Kerry W. Cooper | Director Since | Age | Current Board Committees | | | July 2020 | 52 | •Finance and Innovation •People and Compensation | | | Recent Position Former President and Chief Operating Officer, Rothy’s Inc. | | | | Skills Matrix Large Scale Customer Experience Financial Performance and Planning Technology and Cybersecurity | Background •President and Chief Operating Officer, Rothy’s Inc. (Consumer goods) (2017 to 2020) •Chief Executive Officer, Choose Energy Inc. (National energy marketplace) (2013 to 2016) •Chief Operating Officer, Chief Marketing Officer, Modcloth (Consumer goods) (2010 to 2013) Experience, Skills, and Expertise Ms. Cooper brings extensive experience in implementing large-scale customer programs, which is critical as the Boards oversee PG&E’s efforts to regionalize and bring operations closer to the customer. During her time at Choose Energy, she built the brand and oversaw its expansion to all deregulated states and natural gas and solar, resulting in a sustainable business model. Ms. Cooper has previously been responsible for managing financial reporting at several companies. She also provides the perspective of a PG&E customer and California resident. Public Company Board Service •Upstart Holdings Inc. (2021 to present) Other Board Service •Mozilla (March 2023 to present) •Fictiv (February 2023 to present) •Gradient (2020 to present) Past Board Service •TPB Acquisition Corporation Inc. (2021 to 2023) •Fernish (2020 to 2023) | | |

  7. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 16 |

  8. DIRECTOR NOMINEE BIOGRAPHIES

    | Jessica L. Denecour | Director Since | Age | Current Board Committees | | | July 2020 | 62 | •Sustainability and Governance (Chair) •People and Compensation •Safety and Nuclear Oversight •Executive | | | Recent Position Former Senior Vice President and Chief Information Officer, Varian Medical Systems | | | | Skills Matrix Technology and Cybersecurity Workforce and/or Public Safety Risk Management | Background •Senior Vice President, Chief Information Officer, Varian Medical Systems (Medical device manufacturer and software for cancer treatments) (2006 to 2017) •Vice President, Global IT Application and Solution Services and Global Infrastructure and Operations, Agilent Technologies, Inc. (Chemical analysis, life sciences, and diagnostics) (2000 to 2005) Experience, Skills, and Expertise Ms. Denecour has more than 30 years of experience leading global companies into the digital age. As a senior executive and Chief Information Officer, she gained a deep understanding of threats and mitigations in cybersecurity risk management, and experience overseeing investments in new, innovative technology. During her career, she led multiple IT transformations, built effective data privacy and security programs, and implemented state-of-the-art IT governance and systems. A long-time California resident and Utility customer, Ms. Denecour has also demonstrated a commitment to the community through her board work supporting gender parity in the boardroom, and creativity and lifelong learning in children. Past Public Company Board Service •MobileIron Inc. (2017 to 2020) (Chair of the Cybersecurity Committee; Chair of the Nominating and Governance Committee) Past Board Service •Athena Alliance (2016 to 2018) (Founding member) •Children’s Discovery Museum of San Jose (2010 to 2017) | | |

  9. DIRECTOR NOMINEE BIOGRAPHIES

    | Mark E. Ferguson III | Director Since | Age | Current Board Committees | | | July 2020 | 67 | •People and Compensation (Chair) •Safety and Nuclear Oversight •Executive | | | Current Position Independent Defense and Aerospace Consultant | | | | Skills Matrix Nuclear Generation Safety Workforce and/or Public Safety Management Incentives | Background •Independent Defense and Aerospace Consultant, MK3 Global LLC (2016 to present) •Senior Advisor, McKinsey & Company (2016 to 2020) •Commander of the U.S. Naval Forces in Europe and Africa (2014 to 2016); Vice Chief of Naval Operations (2011 to 2014), U.S. Navy •Chief of Naval Personnel, U.S. Navy (2008 to 2011) Experience, Skills, and Expertise Admiral Mark Ferguson, USN (ret.) brings experience in nuclear reactor operations and engineering, risk and change management, human resources, and cyber preparedness from his 38-year career in the U.S. Navy. Through his leadership positions, he directed the transformation of its personnel management system and education programs. His organization received the Workforce Magazine Optimas Award for innovative personnel policies supporting diversity and women in the workplace. Admiral Ferguson presently is a member of several veteran service organizations and holds a NACD certification in cyber risk oversight. Public Company Board Service •VSE Corporation (2017 to present) (Chair of the Nominating and Governance Committee) Past Board Service •Center for Naval Analyses (2017 to 2021) (Chair of the Audit Committee) | | |

  10. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 17 |

  11. DIRECTOR NOMINEE BIOGRAPHIES

    | Robert C. Flexon | Director Since | Age | Current Board Committees | | | July 2020 | 65 | •Executive (Chair, PG&E Corporation) •Audit •Finance and Innovation | | | Current Position Former Interim Chief Executive Officer, Capstone Green Energy Holdings, Inc. | | | | Skills Matrix Risk Management Financial Performance and Planning Management Incentives | Background •Interim Chief Executive Officer, Capstone Green Energy Holdings, Inc. (2023 to 2024) •President and Chief Executive Officer, Dynegy Inc. (Independent power producer) (2011 to 2018) •Chief Financial Officer, UGI Corporation (Electric and natural gas utility) (2011) •Chief Executive Officer, Foster Wheeler AG (Engineering and construction) (2009 to 2010) Experience, Skills, and Expertise Mr. Flexon, the Corporation’s Independent Board Chair, provides executive leadership experience in the competitive power and oil and gas sectors. From 2023 to 2024, Mr. Flexon stepped in as Interim Chief Executive Officer at Capstone Green Energy Holdings, Inc., as they searched for a permanent leader. During his time at Dynegy, he executed cultural, operational, and financial restructuring that tripled the company’s size and achieved top decile safety performance, as well as enhanced employee engagement. Mr. Flexon brings extensive safety, risk management and labor relations experience, as well as experience with turnarounds, having led both Dynegy’s 2011 bankruptcy and NRG Energy Inc.’s 2003 post-bankruptcy exit. Public Company Board Service •Capstone Green Energy Holdings, Inc. (2018 to present) (Chair of the Board) Other Board Service •ERCOT (Texas Independent System Operator) (2021 to present) Past Public Company Board Service •Charah Solutions, Inc. (2018 to 2023) (Chair of the Audit Committee) •TransAlta Corporation (2018 to 2020) •Westmoreland Coal Company (2016 to 2019) •Dynegy Inc. (2011 to 2018) | | |

  12. DIRECTOR NOMINEE BIOGRAPHIES

    | W. Craig Fugate | Director Since | Age | Current Board Committees | | | July 2020 | 64 | •Safety and Nuclear Oversight •Sustainability and Governance | | | Current Position Principal, Craig Fugate Consulting, LLC | | | | Skills Matrix Wildfire Safety, Prevention and Mitigation Climate Change and Climate Resilience Nuclear Generation Safety | Background •Principal, Craig Fugate Consulting, LLC (Emergency management and crisis response) (2017 to present) •Consultant, Ernst and Young (2017 to present) •Senior Instructor and Advisor, U.S. Army Civilian Emergency Management Program (2017 to present) •Chief Emergency Management Officer, One Concern, Inc. (Emergency management technology) (2017 to 2022) •Administrator of the Federal Emergency Management Agency (FEMA) (Appointed by the President, Senate Confirmed) (2009 to 2017) Experience, Skills, and Expertise Mr. Fugate has a deep background in emergency management and crisis response at the county, state, and federal level. During his time at FEMA, Mr. Fugate led the organization through multiple record-breaking disaster years and oversaw the Federal Government’s response to major events, such as the Joplin and Moore tornadoes, Hurricane Sandy, Hurricane Matthew, and the 2016 Louisiana flooding. Mr. Fugate has a strong track record in establishing a robust safety culture and driving a community-oriented approach to emergency management. Other Board Service •America’s Public Television Stations (2017 to present) | | |

  13. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 18 |

  14. DIRECTOR NOMINEE BIOGRAPHIES

    | Arno L. Harris | Director Since | Age | Current Board Committees | | | July 2020 | 54 | •Audit •Sustainability and Governance | | | Current Position Managing Partner, AHC | | | | Skills Matrix Innovation and Technology in Clean Energy Climate Change and Climate Resilience Renewable Energy and Related Engineering Experience | Background •Managing Partner, AHC (Clean energy and transportation consulting) (2015 to present) •Owner, Clean Balance, LLC. (Clean energy investments) (2021 to present) •Chief Executive Officer, Alta Motors (Electric motorcycle manufacturer) (2017 to 2018) •Founder and Chief Executive Officer, Recurrent Energy, LLC (Utility-scale solar project developer) (2006 to 2015) Experience, Skills, and Expertise Mr. Harris brings 25 years of experience in clean technology and renewable energy through his work on climate change through the intersection of technology, business, and public policy. His understanding of energy, sustainability, and commercial operations within California’s regulatory environment contributes to the Boards’ effective oversight of environmental, social, and governance (ESG) and climate change issues. Mr. Harris is also a longtime California resident and PG&E customer who has demonstrated a commitment to the community through his work supporting Tipping Point Community, a non-profit focused on alleviating poverty. Other Board Service •Revolv Global Inc. (2023 to present) •Gator Holdings, LLC (2022 to present) Past Public Company Board Service •ArcLight Clean Transition II (2021 to 2022) •Azure Power Global Limited (2016 to 2022) (Chair of the Audit Committee; Chair of the Capital Committee) •ArcLight Clean Transition Corp. (2020 to 2021) | | |

  15. DIRECTOR NOMINEE BIOGRAPHIES

    | Carlos M. Hernandez | Director Since | Age | Current Board Committees | | | March 2022 | 69 | •Audit •Finance and Innovation | | | Recent Position Former Chief Executive Officer, Fluor Corporation | | | | Skills Matrix Risk Management Financial Performance and Planning Workforce and/or Public Safety | Background •Chief Executive Officer (2019 to 2020); Interim Chief Executive Officer (2019); Executive Vice President, Chief Legal Officer, and Secretary (2007 to 2019), Fluor Corporation (Engineering and construction) •General Counsel and Secretary, Arcelor Mittal Americas (Steel and mining) (2004 to 2007) Experience, Skills, and Expertise Mr. Hernandez brings decades of experience in legal affairs, risk management, financial restructuring, and corporate governance and compliance. He has a strong foundation in law, business, and engineering, having served as General Counsel of publicly-traded companies in engineering, procurement, construction (EPC), manufacturing, and distribution. During his time at Fluor Corporation, he developed, led, and executed project risk assessment, established new selectivity criteria, and restored confidence in the company’s financial reporting. He has experience with environmental and safety matters, as well as government affairs. Past Public Company Board Service •Fluor Corporation (2019 to 2020) Other Board Service •Steward Health Care System (2021 to present) Past Board Service •ICA / Fluor (2016 to 2019) •NuScale Power LLC (2011 to 2019) | | |

  16. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 19 |

  17. DIRECTOR NOMINEE BIOGRAPHIES

    | Michael R. Niggli | Director Since | Age | Current Board Committees | | | July 2020 | 74 | •People and Compensation •Safety and Nuclear Oversight | | | Recent Position Retired President and Chief Operating Officer, San Diego Gas & Electric Company | | | | Skills Matrix Wildfire Safety, Prevention and Mitigation Natural Gas Transmission, Distribution, and Safety Innovation and Technology in the Clean Energy and Utility Industry | Background •President and Chief Operating Officer (2010 to 2013); Chief Operating Officer (2007 to 2010), San Diego Gas & Electric Company (SDG&E) •Chief Operating Officer, Southern California Gas Company (2006 to 2007) Experience, Skills, and Expertise With more than four decades of experience in the utility and energy sector, Mr. Niggli brings significant operations, risk management, and leadership experience, particularly in regulated utilities. Mr. Niggli provides in-depth knowledge of the California regulatory landscape, and during his leadership role at SDG&E established the first-of-their-kind wildfire and public safety programs aimed at reducing wildfire risks. He has been a longtime supporter of and leader for the Great Basin National Park Foundation, working to make accessible the natural resources of the park. Mr. Niggli also currently serves on the Dean’s Advisory Council for California State University, Long Beach. Public Company Board Service •ESS, Inc. (2015 to present) (Chair of the Board) Other Board Service •ESVAL (2015 to present) •ESSBIO (2015 to present) •Avanea Energy Co. (2021 to present) Past Board Service •American Transmission Company (2015 to 2023) | | |

  18. DIRECTOR NOMINEE BIOGRAPHIES

    | Patricia K. Poppe | Director Since | Age | Current Board Committee | | | January 2021 | 55 | •Executive | | | Current Position Chief Executive Officer, PG&E Corporation | | | | Skills Matrix Workforce and/or Public Safety Utility Operations or Related Engineering Experience Financial Performance and Planning | Background •Chief Executive Officer, PG&E Corporation (2021 to present) •President and Chief Executive Officer, CMS Energy Corporation and Consumers Energy (2016 to 2020) Experience, Skills, and Expertise Ms. Poppe brings over 15 years of experience, including as chief executive, in the highly regulated utility industry. Under her leadership, CMS Energy and Consumers Energy earned consistent industry recognition and maintained strong operational and financial performance. PG&E values Ms. Poppe’s extensive utility experience championing safety and workplace equity, developing strong working relationships with labor, and building broad support for clean energy. She demonstrates a commitment to the community through her board work supporting the California Chamber of Commerce. Public Company Board Service •Whirlpool Corporation (2019 to present) Other Board Service •Electric Power Research Institute (2021 to present) •Institute of Nuclear Power Operations (2021 to present) •AEGIS Insurance Services, Inc. (2020 to present) •Edison Electric Institute (2016 to present) | | |

  19. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 20 |

  20. DIRECTOR NOMINEE BIOGRAPHIES

    | Sumeet Singh | Director Since | Age | Current Board Committee | | | March 2023 | 45 | •None | | | Current Position Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | | | | Skills Matrix Utility Operations or Related Engineering Experience Natural gas transmission, distribution, operation, and safety Wildfire Safety, Preparedness, Prevention, Mitigation, Response, and Recovery | Background •Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company (Utility) (2023 to present) •Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and the Utility (2022 to 2023) •Senior Vice President and Chief Risk Officer, PG&E Corporation and the Utility (2021) •Interim President and Chief Risk Officer of the Utility and Senior Vice President and Chief Risk Officer, PG&E Corporation (2021) •Senior Vice President, Chief Risk Officer (2020 to 2021) •Gas Integrity & Safety Officer, Picarro Inc. (Gas analyzer manufacturer) (2020); •Vice President, Asset Management and Community Wildfire Safety Program, Utility (2018 to 2020); •Vice President, Gas Operations, Utility (2014 to 2018) Experience, Skills, and Expertise Mr. Singh provides the Utility Board with knowledge of the Utility’s operations, experienced utility leadership, and engineering background. He also brings experience in safety, risk, electric and gas operations, and asset management developed during his career with PG&E. As the Utility’s Executive Vice President, Operations and Chief Operating Officer, Mr. Singh focuses on safety, increasing connectivity among operational groups, and promoting operational excellence. Other Board Service •California Chamber of Commerce (2023 to present) •GTI Energy (2021 to present) | | |

  21. DIRECTOR NOMINEE BIOGRAPHIES

    | William L. Smith | Director Since | Age | Current Board Committees | | | October 2019 | 66 | •Finance and Innovation (Chair) •Safety and Nuclear Oversight •Executive | | | Recent Position Retired President of Technology Operations, AT&T Services, Inc. | | | | Skills Matrix Technology and Cybersecurity Utility Operations or Related Engineering Experience Large Scale Customer Experience | Background •Interim Chief Executive Officer, PG&E Corporation (2020) •President, Technology Operations (2014 to 2016); President, Network Operations (2008 to 2014), AT&T (Telecommunications) Experience, Skills, and Expertise Mr. Smith brings in-depth knowledge of PG&E’s operations to the Boards, having served as the Interim Chief Executive Officer in 2020 while PG&E Corporation searched for a long-term leader. He also brings decades of technology and strategy experience from his 37-year tenure at AT&T. This includes large-scale integration and modernization of vast infrastructure networks, identification and implementation of new technologies, and a track record of delivering on commitments to public and employee safety. Additionally, Mr. Smith offers expertise in cybersecurity, having led the operational cybersecurity team at AT&T and having had significant interaction with the NSA, FBI, and DHS on cyber matters. Past Public Company Board Service •OCLARO, Inc. (2012 to 2018) Other Board Service •Zayo Communications (2023 to present) •Tillman Networks LLC (2017 to present) (Chair of the Board) | | |

  22. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 21 |

  23. DIRECTOR NOMINEE BIOGRAPHIES

    | Benjamin F. Wilson | Director Since | Age | Current Board Committees | | | July 2020 | 72 | •Audit (Chair) •Sustainability and Governance •Executive | | | Recent Position Retired Chairman, Beveridge & Diamond PC | | | | Skills Matrix Risk Management Climate Change and Climate Resilience Management Incentives | Background •Chairman (2017 to 2021); Managing Principal (2008 to 2016), Beveridge & Diamond PC (Environmental law practice) •Adjunct Professor, Howard University (2004 to present) Experience, Skills, and Expertise Mr. Wilson brings 45 years of practice in both state and federal courts on commercial litigation and environmental regulation and litigation matters. During his leadership at Beveridge & Diamond PC, he served as lead counsel in numerous complex environmental and regulatory matters for major consumer product corporations, retailers, oil and gas companies, municipalities, and developers. Mr. Wilson's service as the Court-appointed Monitor for the Duke Energy coal ash spill remediation project and as Deputy Monitor in the Volkswagen AG emissions proceedings provides an important perspective to the Board. Additionally, Mr. Wilson offers deep experience on environmental justice issues and is a recognized leader on diversity and inclusion issues in the legal profession. Other Board Service •APCO Worldwide (2021 to present) Past Board Service •Northwestern Mutual Life Insurance Company (2010 to 2023) (Lead Director) •Environmental Law Institute (2017 to 2022) •Dartmouth College (2012 to 2020) (Chair of the Audit Committee) | | |

  24. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 22 |

  25. DIRECTOR NOMINEE BIOGRAPHIES

    Diversity Diversity is a core value for us, as demonstrated by the composition of our Boards, and one that we will continue to champion in the future. PG&E asks the continuing directors to self-identify using the following categories of underrepresented communities (reflecting those listed in California’s Assembly Bill 979 on board diversity, and of interest to the companies’ stakeholders: Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native, North African, or Middle Eastern, or gay, lesbian, bisexual, transgender, or other member of the queer community. The Sustainability and Governance Committee and the Boards annually review whether the diversity represented by the members of the Boards serves the needs of the companies, as part of the director refreshment process, which is described more on page 26. If a diversity gap is identified, then as Board vacancies arise the Sustainability and Governance Committee will consider and prioritize the need to close that gap, along with other factors, in its director recruitment process.

  26. DIRECTOR NOMINEE BIOGRAPHIES

    | | | | | | Committee Memberships | | | | | Other Public Boards | | | Independent | Diverse | Age | Tenure | A | FI | PC | SNO | SG | | | Rajat Bahri | • | API | 59 | 4 | • | • | | | | | | Cheryl F. Campbell | • | G | 64 | 5 | | | | * | • | 1 | | Edward G. Cannizzaro | • | HSP | 63 | 1 | • | • | | | | 1 | | Kerry W. Cooper | • | G | 52 | 4 | | • | • | | | 1 | | Jessica L. Denecour | • | G | 62 | 4 | | | • | • | * | | | Mark E. Ferguson III | • | CAU | 67 | 4 | | | * | • | | 1 | | Robert C. Flexon | • | CAU | 65 | 4 | • | • | | | | 1 | | W. Craig Fugate | • | CAU | 64 | 4 | | | | • | • | | | Arno L. Harris | • | CAU | 54 | 4 | • | | | | • | | | Carlos M. Hernandez | • | HSP | 69 | 2 | • | • | | | | | | Michael R. Niggli | • | CAU | 74 | 4 | | | • | • | | 1 | | Patricia K. Poppe | | G | 55 | 3 | | | | | | 1 | | Sumeet Singh | | API | 45 | 1 | | | | | | | | William L. Smith | • | CAU | 66 | 4 | | * | | • | | | | Benjamin F. Wilson | • | AA | 72 | 4 | * | | | | • | |

  27. DIRECTOR NOMINEE BIOGRAPHIES

    | API = Asian, Pacific Islander | AA = African American | CAU = Caucasian | HSP = Hispanic/Latinx | G = Gender Diversity | * = Chair | | A = Audit Committees | FI = Finance and Innovation Committee | PC = People and Compensation Committee | SNO = Safety, Nuclear, and Oversight Committees | SG = Sustainability and Governance Committee | |

  28. DIRECTOR NOMINEE BIOGRAPHIES

    Our Board and management reflect our commitment to diversity in the following roles:

  29. DIRECTOR NOMINEE BIOGRAPHIES

    | • | Corporation Chief Executive Officer | • | Corporation Chief Financial Officer | • | Corporation Chief Sustainability Officer | | • | Corporation Chief Information Officer | • | Utility Chief Operating Officer | • | Utility Chief Customer Officer | | • | Independent Chair of Utility Board of Directors | • | Chair of Safety and Nuclear Oversight Committee | • | Chair of Sustainability and Governance Committee | | • | Chair of Audit Committee | • | Corporation and Utility Chief People Officer | | |

  30. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 23 |

  31. DIRECTOR NOMINEE BIOGRAPHIES

    Independence On each of PG&E Corporation’s and the Utility’s Boards, all of the current non-employee directors are independent as defined by the New York Stock Exchange (NYSE). The definitions of independence found in the Corporation's and Utility’s Corporate Governance Guidelines reflect the applicable NYSE definitions and are available on our website as described further on page 99. We found no transactions or relationships that would compromise any non-employee director’s general independence during 2023 and thus required the Boards’ consideration and review. There are no familial relationships between any director of the Corporation or the Utility, executive officer of the Corporation or the Utility, or person nominated or chosen to become a director or executive officer of the Corporation or the Utility. Skills Our Boards exhibit diversity of experience, skills, and attributes, and this allows them to effectively oversee the Companies’ operations. Key Board leaders have substantial expertise in areas such as wildfire mitigation, natural gas operations, risk management, and cybersecurity. The Sustainability and Governance Committee reviews, and the Boards approve, the skills matrix annually, taking into account the current composition of the Boards and the criteria previously agreed upon with our key stakeholders and regulators.

  32. DIRECTOR NOMINEE BIOGRAPHIES

    | Skills Matrix | | | | | • | Wildfire safety, preparedness, prevention, mitigation, response, and/or recovery | • | Workforce safety and public safety | | • | Technology and cybersecurity | • | Nuclear generation safety | | • | Natural gas transmission, distribution, operation, and safety | • | Public policy (legal, regulatory, or government) | | • | Leadership in the energy or utility industry | • | Utility operation or related engineering experience | | • | Innovation and technology in the clean energy or utility industry | • | Risk management (including enterprise risk management) | | • | Climate change mitigation or climate resilience | • | Renewable energy and related engineering experience | | • | Financial performance and planning | • | Financial literacy | | • | Audit | • | Management incentives | | • | Labor relations | • | Large-scale customer experience | | • | Public company board experience | • | Community leadership |

  33. DIRECTOR NOMINEE BIOGRAPHIES

    | 2024 Joint Proxy Statement | 24 |

  34. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Each of the Boards of PG&E Corporation and the Utility establishes the level of compensation for that company’s non-employee directors, based on the recommendation of the People and Compensation Committee. Directors who serve as employees of either company receive no additional compensation for concurrent service as directors. The People and Compensation Committee periodically reviews the amount and form of compensation paid to non-employee directors of PG&E Corporation and the Utility. As part of this review, the Committee reviews the compensation provided to the companies’ non-employee directors as compared to other companies. Compensation paid to non-employee directors for 2023 for service on the Boards and their committees was based upon periodic compensation reviews conducted in consultation with the Committee’s executive compensation consultant for 2023, Meridian Compensation Partners, LLC. In connection with the People and Compensation Committee’s May 2023 review of the companies’ non-employee director compensation program, PG&E Corporation adjusted the compensation program and, effective July 1, 2023, the following changes took effect: the additional retainer fee for the chairs of the Finance and Innovation Committee and Sustainability and Governance Committee was increased from $3,750 to $5,000 per quarter.

  35. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Non-Employee Director Total 2023 Compensation Summary |

  36. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    The following framework was in effect during 2023. Additional details are provided in the sections that follow.

  37. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Annual Retainer (effective as of the end of 2023) | Per Quarter(1) | Annual(1) | | Non-Employee Directors(2) | $30,000 | $120,000 | | Corporation Chair of the Board | $20,000 additional | $80,000 additional | | Utility Chair of the Board(2) | $5,000 additional | $20,000 additional | | Committee Chair Additional Retainers | | | | Audit Committees(2) | $7,500 | $30,000 | | People and Compensation Committee | $5,000 | $20,000 | | Safety and Nuclear Oversight (SNO) Committees(2) | $5,000 | $20,000 | | Finance and Innovation Committee(3) | $5,000 | $20,000 | | Sustainability and Governance Committee(3) | $5,000 | $20,000 |

  38. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Annual Equity Awards | | | | Non-Employee Directors | N/A | $180,000 | | Corporation Chair of the Board(1) | N/A | $100,000 additional |

  39. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Amounts shown are effective as of the end of 2023. Mid-year retainer changes are noted below. | | (2) No additional retainer, equity award, or per-meeting fee will be paid by the Utility for any quarter during which the director is paid a retainer, equity award, or per-meeting fee from the Corporation for the same role. | | (3) Retainer increased on July 1, 2023 from $3,750 per quarter and $15,000 per year, to $5,000 per quarter and $20,000 per year. |

  40. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Retainers |

  41. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Retainers are paid as described in the summary table above. Other than the Utility Chair retainer, there are no retainers paid to Corporation Directors for concurrent service on the Utility Board or any of its Committees. There are currently no per meeting fees.

  42. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Non-Employee Director Stock-Based Compensation; Compensation Limits |

  43. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Under the 2021 Long-Term Incentive Program (LTIP), each non-employee director of PG&E Corporation is entitled to receive annual awards of stock-based compensation. Pursuant to the terms of the applicable LTIP, as approved by PG&E Corporation’s shareholders, the annual value of equity awards provided to any one non-employee director is limited to $400,000 in any calendar year. Effective June 1, 2021, the maximum aggregate value of equity and cash-based awards to any non-employee director of PG&E Corporation during any calendar year may not exceed $750,000 except that, in the case of a non-employee director who is serving as Chairman of the Board, the annual limit is increased by 200 percent. This limitation was approved by shareholders of PG&E Corporation in connection with the approval of the 2021 LTIP at the 2021 Annual Meeting of Shareholders of PG&E Corporation and the Utility.

  44. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | 2024 Joint Proxy Statement | 35 |

  45. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    LTIP awards for 2023 were granted on May 19, 2023. Each non-employee director’s award—other than that for the Chair of PG&E Corporation—had a total aggregate value of $180,000 (rounded down to reflect awards equivalent to whole units with values equivalent to whole shares of PG&E Corporation common stock) and consisted of restricted stock units (RSUs) that were granted to each non-employee director after his or her election to the Board. The award for the Chair of PG&E Corporation had a total aggregate value of $280,000 (rounded down to reflect awards equivalent to whole units with values equivalent to whole shares of PG&E Corporation common stock) and consisted of RSUs that were granted after his election to the Board. These RSUs will vest at the earlier of the first anniversary of the date of grant (May 19, 2024), or the end of the director’s annual term, and then will be settled as shares of PG&E Corporation common stock. RSUs will also vest and be settled upon the director’s death or disability, or if there is both a Change in Control (as defined on page 84) and the director is terminated. Otherwise, RSUs are forfeited if the director ceases to be a member of the Board prior to vesting. Non-employee directors also may elect to defer settlement of vested RSUs.

  46. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | 2023 Director Compensation |

  47. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during 2023.

  48. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Rajat Bahri | 120,000 | 179,986 | 0 | 0 | 299,986 | | Cheryl F. Campbell | 160,000 | 179,986 | 0 | 0 | 339,986 | | Edward G. Cannizzaro(4) | 102,000 | 179,986 | 0 | 0 | 281,986 | | Kerry W. Cooper | 120,000 | 179,986 | 0 | 0 | 299,986 | | Jessica L. Denecour | 137,500 | 179,986 | 0 | 0 | 317,486 | | Mark E. Ferguson III | 140,000 | 179,986 | 0 | 0 | 319,986 | | Robert C. Flexon | 200,000 | 279,995 | 0 | 0 | 479,995 | | W. Craig Fugate | 120,000 | 179,986 | 0 | 0 | 299,986 | | Arno L. Harris | 120,000 | 179,986 | 0 | 0 | 299,986 | | Carlos M. Hernandez | 120,000 | 179,986 | 0 | 0 | 299,986 | | Michael R. Niggli | 120,000 | 179,986 | 0 | 0 | 299,986 | | William L. Smith | 137,500 | 179,986 | 0 | 0 | 317,486 | | Benjamin F. Wilson | 150,000 | 179,986 | 0 | 0 | 329,986 |

  49. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    (1) Represents receipt of retainers described above under “Non-Employee Director Total 2023 Compensation Summary.” (2) Represents the grant date fair value of equity awards granted to non-employee directors of PG&E Corporation in 2023, measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (FASB ASC Topic 718). Grant date fair value for RSUs is measured using the closing price of PG&E Corporation common stock on the date of grant. Each non-employee director elected at the 2023 Annual Meetings of Shareholders of PG&E Corporation and the Utility—except the Chair of the PG&E Corporation Board—received 10,836 RSUs with a grant date value of $179,986. The Chair of the PG&E Corporation Board received 16,857 RSUs with a grant date value of $279,995. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2023 was: Mr. Bahri, Ms. Campbell, Mr. Cannizzaro, Mr. Cooper, Ms. Denecour, Adm. Ferguson, Mr. Fugate, Mr. Harris, Mr. Hernandez, Mr. Niggli, Mr. Smith and Mr. Wilson, 10,836 each; Mr. Flexon, 16,857. (3) No stock options were granted in 2023. No option awards were outstanding as of December 31, 2023. (4) Mr. Cannizzaro joined the Boards on February 24, 2023.

  50. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Stock Ownership Guidelines |

  51. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Non-employee directors of PG&E Corporation are expected to own shares of PG&E Corporation common stock having a dollar value of at least five times the value of the then-applicable annual Board retainer. Non-employee directors must hold 100 percent of their qualifying stock holdings until the guidelines are attained. If any non-employee director is on the Utility Board only, then that director also may satisfy his or her stock ownership obligation with Utility preferred stock. Directors generally should achieve this target within five years from the date of their election to the Board. Ownership includes beneficial ownership of common stock, as well as RSUs and common stock equivalents. These guidelines were adopted to more closely align the interests of directors and each company’s shareholders. All non-employee directors comply with these guidelines.

  52. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | 2024 Joint Proxy Statement | 36 |

  53. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Deferral of Retainers and Annual Equity Awards |

  54. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Under the PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, directors of PG&E Corporation and the Utility may elect to defer all of their retainers, all of their meeting fees (if any), or both. Directors who participate in the Deferred Compensation Plan may elect either to (1) convert their deferred compensation into common stock equivalents, the value of which is tied to the market value of PG&E Corporation common stock, or (2) have their deferred compensation deemed to be invested in the Utility Bond Fund, which is described in the narrative following the “Non-Qualified Deferred Compensation—2023” table beginning on page 78. For 2023, no directors elected to defer their retainers. As noted above under the discussion of "Non-Employee Director Stock-Based Compensation," non-employee directors also may elect to defer settlement of vested RSUs. Under the LTIP, directors may elect to defer the settlement of their annual equity awards (vested RSUs). Directors who elect to defer settlement of their vested RSUs must do so prior to December 31 of the calendar year prior to the grant date of the equity award and may choose to have the vested RSUs settled in either (1) a lump sum or (2) a series of 10 equal annual installments. If they elect to defer settlement of their vested RSUs, they may choose to receive or commence their distribution at one of the following (1) in January of the year following the first anniversary of the grant date, (2) in January of another specified year, (3) within 30 days following their separation from service, or (4) in January of the year following their separation from service, in each case subject to acceleration in the event of death, disability or certain separations from service following a change in control. For 2023, the following directors elected to defer settlement of their annual equity award: Edward Cannizzaro, Robert Flexon, Carlos Hernandez, and Benjamin Wilson.

  55. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Reimbursement for Travel and Other Expenses |

  56. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Directors of PG&E Corporation and the Utility are reimbursed for reasonable expenses incurred in connection with attending Board, Board committee, or shareholder meetings, or participating in other activities undertaken on behalf of the Corporation or the Utility. Effective January 1, 2022, non-employee directors no longer were eligible for certain other miscellaneous benefits, including participation in the companies’ matching charitable contributions programs and eligibility for accidental death and dismemberment insurance.

  57. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Retirement Benefits from PG&E Corporation or the Utility |

  58. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    The non-employee directors of the Boards of PG&E Corporation and the Utility are not provided retirement benefits.

  59. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | 2024 Joint Proxy Statement | 37 |

  60. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Share Ownership Information

  61. Compensation Discussion and Analysis

    • Continue industry-leading alignment of compensation and performance. Standard equity awards for NEOs were 100 percent PSUs resulting in approximately 76 percent of NEO pay on average based on the achievement of objective performance measures. • Continue emphasis of safety and operational performance. Wildfire safety related metrics continue to account for 40 percent of the weightings within both the short and long-term incentive plans. Key wildfire safety metrics include wildfire risk reduction, CPUC-reportable fire ignitions, quality inspection pass rate, system hardening, and electric corrective maintenance. Additionally, the incentive plans continue to emphasize the safe, reliable and efficient delivery of electricity and gas to our hometowns. The STIP includes a metric related to employee and contractor safety. • Updated 2023 incentive metrics to continue to reflect organizational priorities and simplify designs. Operating cash flow was introduced as a STIP metric to, among other things, promote responsible cash management. Electric Corrective Maintenance was added as a PSU metric given its importance in effective and proactive wildfire mitigation. Four metrics were removed across the incentive plans, largely to reduce overlap, with some minor updates to weightings for the remaining metrics. • Delivered on short-term objectives. The certified 2023 short-term incentive plan outcome was certified as 170.1 percent of target, with maximum outcomes achieved for 7 of the 13 metrics. This reflected a breakthrough year for wildlife mitigation performance, and 12% growth in non-GAAP core Earnings Per Share (EPS) to $1.23.(1) • Delivered industry leading three-year Total Shareholder Return (TSR). Against our performance peer group applicable to the 2021 - 2023 PSUs, we ranked first with TSR of 43.5 percent, the highest of the group over the three-year performance period ending December 31,2023. This contributed to a 1.045 outcome under the long-term incentive plan, with below threshold performance in respect of customer experience metrics and above target performance in respect of public safety metrics. • Effectively aligned pay with performance. The mixed outcomes under both the short and long-term incentive plans demonstrate a holistic assessment of performance that aligns outcomes both with operational performance and the experience of our shareholders and broader stakeholders. (1) PG&E Corporation discloses historical financial results and bases guidance on “Non-GAAP core earnings” in order to provide a measure that allows investors to compare the underlying financial performance of the business from one period to another, exclusive of non-core items. Non-GAAP core earnings are not a substitute or alternative for income available for common shareholders presented in accordance with Generally Accepted Accounting Principles (GAAP) (see Exhibit A at the end of this CD&A for a reconciliation of results based on earnings from operations to results based on income available for common shareholders in accordance with GAAP).

  62. Compensation Framework

    Compensation Framework Our core compensation program, which consists of base salary, a cash-based short-term incentive, and equity-based long-term incentives granted in the form of PSUs, is applied consistently to both PG&E Corporation and the Utility. This compensation framework applied to all NEOs during the year.

  63. Compensation Framework

    | Core Pay Component and Rationale(1) | 2023 PG&E Corporation CEO Target Direct Compensation Mix(2) | 2023 NEO Target Direct Compensation Mix(3) | 2023 Performance Measures | Performance Period | Form of Payment | | Base Salary Fixed pay to attract and retain talent; takes account of scope, performance and experience | | | N/A | N/A | Cash | | Short-Term Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance | | | • Safety • Customer • Financial • Individual Specific metrics associated with each category; see below | One year | Cash | | Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders | | | • Safety • Customer • Financial Specific metrics associated with each category; see below | Three years | PSUs |

  64. Compensation Framework

    (1) In addition to these core direct components of compensation, during 2023 NEOs were eligible to participate in post-employment benefit programs on terms broadly similar to our other employees, and were covered by an executive severance plan. (2) Reflects 2023 target compensation mix for Ms. Poppe, the CEO of PG&E Corporation. (3) Reflects average target compensation for all of our NEOs as of December 31, 2023 other than Ms. Poppe and officers who were no longer employed on December 31, 2023. The core compensation framework for 2023 is broadly consistent with 2022, with the following updates to the underlying metrics: • An operating cash flow measure was added to the STIP, weighted at 5%, to promote a focus on smart investments in wildfire risk reduction for the benefit of customers, and to promote responsible cash management. To accommodate the introduction of this metric, the weighting associated with the non-GAAP core earnings per share metric was reduced by five percentage points, maintaining the total weight of financial metrics at 25% in the STIP. • The core commitment completion STIP metric was removed to reduce overlap with other WMP metrics, and enabling the increase of weightings associated with other high priority STIP metrics (CPUC-reportable fire ignitions and Quality Pass Rate). • The performance metrics applicable to the PSUs awarded in 2023 were updated and now include a metric based on electric corrective maintenance in high fire risk areas, which is a key aspect of our WMP. Metrics related to customer satisfaction, enhanced vegetation management and greater affordability were removed to reduce duplication with other metrics and other three-year performance periods for previously granted awards, to simplify the program and to allow for the introduction of the corrective maintenance metric. Safety metrics continued to account for 40% of the aggregate weight, with a five-percentage point reduction in the weight assigned to the customer metric and a five-percentage point increase relative in the weight assigned to the relative TSR goal. This change increases the alignment of the PSUs to our long-term financial stability and performance. In addition, a new Dodd-Frank Clawback Policy was approved to complement the existing broader protections covered in our existing Executive Incentive Compensation Recoupment Policy.

  65. Compensation Objectives

    | Objective | | | How we achieve this | | Pay for performance | | • | A significant portion of total compensation is at-risk and based on performance—in 2023, approximately 90 percent of CEO target compensation was at-risk (and an average of 74 percent for other year-end NEOs). | | | | • | Short- and long-term incentives are earned based on performance reflecting safety, customer, operational, and financial goals, including shareholder returns. | | | | • | Metrics and goals are designed so as not to promote excessive risk-taking. | | Align with shareholders | | • | Equity-based compensation, the value of which reflects movements in our stock price, accounted for more than 75 percent of Corporation CEO target compensation and an average of 55 percent of other NEOs’ target compensation in 2023. | | | | • | Total shareholder return relative to our Performance Comparator Group is used as a performance measure. | | Provide market competitive pay | | • | Target direct compensation should be competitive with comparable roles in our Pay Comparator Group. | | | | • | Provide a compensation structure that provides for the attraction and retention of talented, experienced executive talent, while ensuring alignment with long-term shareholder interest. | | Comply with legal requirements | | • | The officer compensation structure is designed and reviewed to reflect both the letter and spirit of legal requirements. |

  66. Compensation Policies and Practices

    | | We Do… | | We Do Not… | | | Pay for performance | Majority of compensation is at risk, linked to company performance and shareholder interests. | | Pay tax gross-ups | No tax gross-ups are provided, except for those generally available to all management employees, such as for one-time relocation expenses upon hire. | | | Engage with stakeholders | Ongoing discussions with key institutional investors and regulators, including on the topic of compensation. | | Permit hedging or pledging | Our policy prohibits hedging and pledging of either company’s stock. | | | Require meaningful ownership | Executives subject to share ownership and retention requirements. | | Reprice stock options | Any repricing would require advance shareholder approval. | | | Engage an independent consultant | The People and Compensation Committee engages a consultant and annually assesses independence. | | Provide additional executive service credits | No granting of additional service under the Supplemental Executive Retirement Plan. | | | Operate clawback provisions | All incentive compensation and severance for certain officers is subject to clawback or restriction. | | Pay unearned dividends | No dividends or dividend equivalents are paid on unvested equity awards. | | | Have a double trigger | Change in control severance requires a change in control and involuntary termination (includes constructive termination for good reason). | | Provide excessive benefits or perquisites | Benefits and perquisites are limited, reflecting market norms. |

  67. Commitment to Compliance

    | Requirement(1) | | How We Achieve This(2) | | Compensation should be structured to promote safety as a priority and to ensure public safety. | | Incentive plan metrics are weighted toward customer and workforce welfare, placing a priority on public safety. | | | | All long-term incentive awards also incent customer and public welfare directly through customer and safety focused performance metrics and indirectly due to their exposure to absolute and relative stock performance. | | A significant portion of long-term incentive compensation shall be based on safety, customer satisfaction, engagement, and welfare; the remaining portion may be based on financial performance or other considerations. | | PSU metrics promote customer experience and public safety. | | Compensation should be structured to promote utility financial stability. | | Incentive plan metrics collectively promote customer, public, and workforce safety, thus contributing indirectly to financial stability. | | | | Short-term incentive includes a core earnings per share metric, a measure sensitive to dilution incurred during emergence from Chapter 11. From 2023 the short-term incentive also includes an operating cash flow metric which assesses financial health, an indicator of financial stability. | | | | Long-term incentive awards are subject to a financial or relative TSR metric, either as a modifier or standalone measure, that reduces payouts if our relative returns lag those of other energy companies. |

  68. Commitment to Compliance

    | Requirement(1) | | How We Achieve This(2) | | Incentive compensation should be based on meeting performance metrics that are measurable and enforceable. | | Incentive plan metrics are designed to be objective, measurable, enforceable, and auditable. | | | | Metrics are predominantly outcome-based, focused on end results rather than operational activity or effort. | | Guaranteed cash compensation should be limited, with the primary portion of executive officers’ compensation based on the achievement of objective performance metrics. | | Compensation structure emphasizes at-risk, performance-based variable pay, making up an average of 76 percent of current NEO target compensation in 2023. | | | | Long-term incentive awards are aligned with shareholders and are performance-based through share price exposure (all equity-based compensation) and the application of performance metrics (PSUs). | | The compensation structure must not include any guaranteed monetary incentives. | | Short- and long-term incentives are at risk through the application of performance measures and/or share price exposure. | | | | The only guaranteed cash payment is base salary. | | The compensation should include a significant long-term element based on the electrical corporation’s long-term performance and value, held or deferred for at least three years. | | Long-term incentive awards represent a significant portion of total compensation. | | | | Performance-based equity is subject to a three-year performance period. | | Ancillary compensation that is not aligned with shareholder and taxpayer interests in the electrical corporation should be minimal or eliminated. | | Since January 1, 2022, executive officers are not eligible to receive perquisites or stipends in lieu of perquisites. |

  69. Strategic Alignment

    Strategic Alignment It is important that the performance metrics used in our officer compensation framework align with our strategic priorities if we are to be effective in paying for performance and demonstrating accountability. Our performance metrics reflect our focus on customer welfare, prioritizing both public and employee safety, including contributing to long-term sustainable value for our shareholders. Our metrics also reflect our regulatory and compliance commitments in the state of California and are regularly assessed relative to other California-regulated utility peers both in terms of the number and types of metrics used. The majority of both our short- and long-term incentive plan metrics are connected to our focus on customer welfare, prioritizing public and employee safety. These metrics are described below. Additional details regarding each of the listed performance measures can be found in the discussions of “Short-Term Incentives” and “Long-Term Incentives” below.

  70. Strategic Alignment

    | 2023 Performance Metric | Short-Term | Long-Term | Why This Matters | | SAFETY | | | | | Wildfire risk reduction | | | Public safety measure of the results of work to mitigate wildfire risk and reduce the number of potentially significant wildfires. | | CPUC-reportable fire ignitions | | | Public safety measure of the results of work to mitigate wildfire risk and reduce the overall number of wildfires in high fire threat districts and high fire risk areas. | | Quality pass rate | | | Public safety index measure of the quality of completion of electric system inspections and vegetation management. | | Total gas dig-ins reductions | | | Public safety measure of the results of work to mitigate the risk of loss of containment from underground gas transmission and distribution facilities. | | Preventable motor vehicle incidents | | | Employee safety measure of safe driving effectiveness. | | Diablo Canyon Power Plant (DCPP) reliability and safety indicator | | | Public safety measure of the results of work to reduce the risk of a nuclear core damaging event with the potential for radiological release; composite metric of 10 performance indicators developed by the nuclear industry. | | Safe dam operating capacity | | | Public safety measure of the results of work to mitigate the risk of large uncontrolled water release. | | Non-fatal serious injury or fatality (SIF) rate | | | Coworker safety measure of workplace safety effectiveness; includes employees, contractors and directly supervised contractors. | | System hardening effectiveness | | | Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires. | | Electric corrective maintenance in high fire risk areas | | | Public safety and reliability measure assessing actions taken to reduce the risk of catastrophic wildfires. | | CUSTOMER EXPERIENCE | | | | | Customers experiencing multiple unplanned interruptions | | | Customer experience measure of the results of efforts to promote system reliability. | | Gas customer emergency response | | | Public safety measure of work to reduce risk and increase reliability of service by promoting prompt responses to notifications reporting a gas emergency. | | Electric 911 emergency response | | | Public safety measure of the percentage of incidents where Utility personnel arrive onsite within 60 minutes of a 911 call; promotes prompt response times that reduce public safety risks and frees up public agency resources to respond to other emergency situations. | | System average interruption duration index | | | Customer experience measure of the results of efforts to promote system reliability. |

  71. Strategic Alignment

    | 2023 Performance Metric | Short-Term | Long-Term | Why This Matters | | FINANCIAL | | | | | Non-GAAP core earnings per share | | | Measure to promote and assess financial stability; aligns with cost efficiency; promotes customer affordability; financial stability critical to continued provision of services to customers. | | Operating cash flow | | | Focuses on driving smart investments in wildfire risk reduction for the benefit of customers, and promoting responsible cash management. | | Relative TSR | | | Measure to assess relative value created for our shareholders, providing an indirect external assessment of our performance in all other areas. |

  72. Role of the People and Compensation Committee

    | Management | | People and Compensation Committee | | Boards | | Present proposals to the Committee on aspects of compensation and incentive plan design. | | Oversee the companies’ compensation programs and makes recommendations to the Boards. | | Review and approve the Committee’s recommendations related to PG&E Corporation CEO and Utility President (or equivalent officer) pay, and other matters brought to the Boards. | | | | | | | | | | Independent Consultants and Advisors | | | | | | Provide independent advice to the Committee, including the provision of market data, guidance on incentive plan design and legal/regulatory updates | | |

  73. Role of the People and Compensation Committee

    • Approving the total target compensation for other senior officers (including all NEOs) based on similar contextual inputs and proposals from the PG&E Corporation CEO and the Utility President (or equivalent officer(s)), as applicable. The PG&E Corporation CEO has the authority to approve compensation within the guidelines approved by the People and Compensation Committee for lower-level officers (excluding Section 16 Officers) and non-officer employees. • Approving compensation guidelines based on input from management for different categories of employees, including target short- and long-term incentive opportunities, an aggregate cap on the value of long-term incentive awards, and the terms and conditions that will apply to long-term incentive awards made during the year. • Administering the LTIP, under which equity-based awards are made, with the ability to delegate ministerial matters to management. • Reviewing and approving the performance metrics and associated goals for the short- and long-term incentive awards proposed by management.

  74. Use of Consultants and Advisors

    Use of Consultants and Advisors To assist in discharging its duties, the People and Compensation Committee retains a nationally recognized independent compensation consultant to provide advice and data, including advising and reviewing annual executive compensation arrangements and individual compensation packages. In addition to being of value to the People and Compensation Committee, retaining a nationally recognized independent consultant is also a commitment under POR OII. Throughout 2023, the People and Compensation Committee retained Meridian as an independent consultant to provide advice on general compensation issues. During this period, Meridian did not provide services to management of either company or their respective affiliates although Meridian was invited to maintain a working relationship with management to effectively fulfill an advisor role to the People and Compensation Committee. During and in respect of 2023, Meridian advised and supported the People and Compensation Committee on various items, such as: • Non-employee director compensation • Market competitiveness of executive officer compensation • Emerging trends and best practices in executive pay and corporate governance • Performance goal and metric selection • Selection of pay and performance comparator groups • Compensation risk • Dodd-Frank clawback requirements • Shareholder advisory firms’ pay and performance analyses • Disclosures relating to compensation • Severance and change-in-control practices and policies The People and Compensation Committee determined that no conflicts of interest were raised by the work of Meridian during 2023. The People and Compensation Committee may also engage other compensation consultants, legal counsel, and advisers, after consideration of their independence and the potential for conflicts of interest. PG&E Corporation pays reasonable compensation costs for any such advisers and consultants. Management may also retain separate compensation consultants.

  75. Compensation and Risk

    | Annual Risk Assessment | Safety and Nuclear Oversight Committees’ Input | Compensation Risk Mitigation Policies and Practices | | Annual risk assessment conducted by Meridian covered: • Compensation philosophy and process, including the role of the Safety and Nuclear Oversight Committee • Compensation structure and mix • Incentive plan structures and associated time horizons • Other pay plans • Governance of plan design and administration oversight • Target and maximum opportunities • Nature and mix of performance metrics • Risk of earnings manipulation • People and Compensation Committee/Board discretion to reduce or eliminate performance • Change in control severance provisions • Use of risk-mitigation policies and practices (see final column) • Regulatory compliance | • Advice regarding appropriate safety and operational incentive measures • Assessment of emphasis on and overlap/consistency in safety metrics and weightings, and the extent to which these metrics and weightings support an organization-wide focus on safety | • Executive stock ownership guidelines • Clawback policies (a Dodd-Frank Act compliant policy and a broader recoupment policy) • Insider Trading Policy, including hedging and pledging provisions • Severance and change-in-control benefits • Incentive goal-setting approach | | | For 2023, Meridian concluded that the companies’ compensation arrangements do not encourage excessive risk taking (which also applies to PG&E's CEO and the PEO of the Utility). The companies believe compensation programs and policies are not reasonably likely to have a material adverse effect on either PG&E Corporation or the Utility. | |

  76. Clawback

    Clawback We maintain three policies that provide the People and Compensation Committee and Boards with the ability to recoup payments in defined circumstances. Summaries of these policies are provided below. In 2023, the People and Compensation Committee approved the Dodd-Frank Clawback Policy to comply with the applicable listing standards. The policy applies to current and former Section 16 Officers across both companies and requires the recoupment of excess incentive-based compensation received by the officer during a three-year look back following a financial restatement due to material noncompliance with any financial reporting requirements. The companies also maintain the Executive Incentive Compensation Recoupment Policy, a broader clawback policy that affords the People and Compensation Committee and Boards discretion to recoup specified performance-based payments made to Section 16 Officers across both companies in defined circumstances, including no-fault scenarios that would negatively impact our shareholders. The People and Compensation Committee determined this policy complements the required Dodd-Frank Clawback Policy, providing a comprehensive set of powers and protections in the best interests of our shareholders. The policy was unchanged in 2023. The 2012 PG&E Corporation Officer Severance Policy further enables the People and Compensation Committee and Boards to recoup severance rights, payments, and benefits provided to executive officers across both companies (including executive officers as defined in AB 1054) in defined circumstances. The People and Compensation Committee periodically reviews these three policies. Elements of the policies are summarized in the following table:

  77. Clawback

    | Element | Dodd-Frank Clawback Policy | Executive Incentive Compensation Recoupment Policy | 2012 PG&E Corporation Officer Severance Policy | | Covered individuals | Current and former Section 16 Officers | Current and former Section 16 Officers | Executive Officers | | Covered compensation | Incentive compensation that is granted, earned, or vested based wholly or in part upon a financial reporting measure, which includes stock price and total shareholder return. | All performance-based compensation | Severance benefits | | Triggers | Restatements due to material noncompliance with applicable requirements, including restatements that correct immaterial errors that would result in material noncompliance if left uncorrected, commonly referred to "Big R" and "little R" restatements. | • Financial restatement with the SEC for any of the three most recently completed fiscal years • A material miscalculation with respect to the amount of any payment • Individual involvement in fraud or misconduct that causes material financial or reputational harm | Individual misconduct that materially contributes to PG&E Corporation or Utility felony conviction relating to public health or safety or company financial misconduct |

  78. Use of Market Data

    Use of Market Data The People and Compensation Committee refers to two peer groups: one for benchmarking pay and the other for measuring the companies’ relative performance. Distinct groups are maintained to help ensure each is relevant for its primary purpose. In particular, larger companies may be reasonable comparators for performance but not for compensation levels.

  79. Use of Market Data

    | Pay Comparator Group | • | Provides insights into compensation levels and design within companies that PG&E Corporation and the Utility compete with for talent and that are similar in terms of size and business operations. | | | • | Comprises publicly traded gas and electric energy companies. | | | • | Supplemented by pay practice data from surveys for the broader energy services sector and general industry companies based on survey data. | | Performance Comparator Group | • | Provides comparative benchmark for PG&E Corporation‘s total shareholder return performance, and other relative industry-standard benchmarks that might be considered in goal setting. | | | • | Comprises publicly traded electric and/or gas utility companies that are categorized consistently by the investment community as “regulated” and have a market capitalization of at least $6 billion. |

  80. Use of Market Data

    Each year the People and Compensation Committee approves the constituents of the pay and performance comparator groups. Informed by recommendations from the independent compensation consultant, the People and Compensation Committee approved the following comparator groups for 2023. There were no changes to the pay comparator group relative to 2022. Three companies (DTE Energy, Exelon and PPL Corp) were added to the performance peer group for PSU awards granted in 2023, due to transactions relating to the sale/spin of parts of their legacy non-regulated businesses, making them sufficiently relevant for performance benchmarking purposes.

  81. Use of Market Data

    | Company | Pay | Performance | | AES Corporation | | | | Alliant Energy Corporation | | | | Ameren Corporation | | | | American Electric Power Company, Inc. | | | | CenterPoint Energy, Inc. | | | | CMS Energy Corporation | | | | Consolidated Edison, Inc. | | | | Dominion Energy, Inc. | | | | DTE Energy Company | | | | Duke Energy Corporation | | | | Edison International | | | | Entergy Corporation | | | | Evergy, Inc. | | | | Eversource Energy | | | | Exelon Corporation | | | | FirstEnergy Corp. | | | | NextEra Energy, Inc. | | | | NiSource Inc. | | | | Pinnacle West Capital Corporation | | |

  82. Use of Market Data

    | 2024 Joint Proxy Statement | 57 |

  83. Use of Market Data

    | Company | Pay | Performance | | PPL Corp. | | | | Public Service Enterprise Group | | | | Sempra Energy | | | | The Southern Company | | | | WEC Energy Group, Inc. | | | | Xcel Energy Inc. | | |

  84. Use of Market Data

    In reviewing pay data, the People and Compensation Committee does not adhere strictly to formulas or data to determine the actual mix and amounts of compensation. When referencing positioning against market data, the People and Compensation Committee also considers factors including each NEO’s scope of responsibility and organizational impact, experience, and performance, as well as PG&E Corporation’s and the Utility’s overall safety, operating, and financial results in reaching decisions. This flexibility is important in supporting the overall pay-for-performance philosophy and in meeting the People and Compensation Committee’s objectives of attracting, retaining, and motivating a talented executive leadership team.

  85. Incentive Plan Goal Setting

    Incentive Plan Goal Setting To be successful in aligning pay with performance, it is important that performance goals are set appropriately within our incentive programs. For each of the metrics used in our incentive plans, the People and Compensation Committee reviews a comprehensive analysis that typically sets out the following, on a metric-specific basis: • Data on historic performance, showing multi-year trends; • Projected performance on a multi-year basis, driven by workplans, regulatory commitments and anticipated timing of milestone achievements; • Relevant industry benchmarks; • Target setting methodology, with recommended ranges around the target to establish threshold and maximum goals; and • Degree of change in the proposed threshold, target, and maximum goals as compared with the prior year. Each metric also has associated contacts and approvers to maximize accountability and transparency.

  86. Incentive Plan Goal Setting

    | 2024 Joint Proxy Statement | 58 |

  87. Incentive Plan Goal Setting

    | 2023 Compensation Decision and Outcomes |

  88. Short-Term Incentives

    Short-Term Incentives Our STIP and related awards are designed to drive the companies’ business objectives and strategic priorities, providing an opportunity for a cash payout reflecting the results achieved during the year. The plan focuses on quantifiable outcome-based metrics in the overall company score, with an individual performance modifier (IPM) based on year-end ratings for all eligible participants, including NEOs. This ensures any earned incentive is based on a combination of company and individual performance, enabling greater individual accountability in contributing to our overall success. The People and Compensation Committee establishes an annual target opportunity, expressed as a percentage of an individual’s base salary, set with reference to market median practices in our Pay Comparator Group. Target opportunities for the NEOs eligible to participate in the program in 2023 ranged from 50 percent to 145 percent of actual salary earned. In respect of the company score, achieving threshold performance will earn a payout at 50 percent of target and achieving maximum performance will earn a payout up to 200 percent of target. The individual performance modifier cannot exceed 1.2, with the overall earned incentive subject to a cap of 200 percent of target. The People and Compensation Committee retains complete and sole discretion to adjust any performance formula or score, including to zero, any or all short-term incentive performance measures for any reason, including consideration of (without limitation) performance with respect to safety, compliance, and ethics. The People and Compensation Committee established 2023 metrics across the same three performance areas as in 2022, retaining a weighting of 75 percent towards metrics that focus on underlying objectives tied to safety and customer, and 25 percent towards financial stability, which itself is inherently tied to our safety performance.

  89. Short-Term Incentives

    | Financial Stability (25%) •Non-GAAP core earnings per share •Operating cash flow Customer Experience (10%) •Customer experiencing multiple interruptions (CEMI 5 + CEMI 10) •Gas emergency response | | Public and Employee Safety (65%) •Wildfire risk reduction •CPUC-reportable fire ignitions •Quality pass rate •Total gas dig-in rate •Preventable motor vehicle incidents •Diablo Canyon Power Plant (DCPP) reliability and safety indicator •Safe dam operating capacity •Non-fatal SIF actuals |

  90. Short-Term Incentives

    In determining and approving the appropriate performance metrics in each of these three performance areas the People and Compensation Committee considered factors including: • The alignment with our fundamental belief that safety is paramount, complemented by a focus on customer welfare across all aspects of our business. • The interaction between metrics to help ensure they collectively drive the right behaviors. For example, an overly narrow focus on reporting might result in employees failing to seek appropriate medical treatment for work-related injuries in order to keep reported injury metrics low. • Guidance from the CPUC reinforcing the priority placed on outcome-based metrics for alignment with reducing the companies’ highest-priority risks, such as the risk of catastrophic events like wildfires, dam failures, or gas explosions. • The companies’ ability to establish robust threshold, target, and maximum achievement milestones. • Alignment with California-regulated utility peers and a need to comply with California regulatory agency requirements. • The proportion of metrics that are outcome-based, as opposed to metrics that are based on operational activity or effort. As described in the earlier “Incentive Plan Goal Setting” section on page 58, in approving performance goals, the People and Compensation Committee references a range of factors including historic performance inclusive of multi-year trends; projected performance driven by workplans, regulatory commitments and anticipated timing of milestone achievements; the target-setting methodology, with recommended ranges around target to establish threshold and maximum goals; and the degree of change the proposed goals represent versus the prior year. Each metric has a clear definition with a predetermined and pre-approved calculation methodology.

  91. Short-Term Incentives

    | 2024 Joint Proxy Statement | 60 |

  92. Short-Term Incentives

    | Metric | Definition(1) | | Wildfire risk reduction | The count of Fire Ignitions in PG&E’s High Fire Threat District (HFTD) and High Fire Risk Area (HFRA) that are reportable to the CPUC per Decision 14-02-015* and meet one of the three criteria: (1) Ignitions that result in fires > 5,000 acres, (2) Ignitions that result in fires that damage or destroy > 500 structures, or (3) Ignitions that result in fires that cause a third-party fatality, which will result in the score for this metric being zero. Ignitions meeting this criteria will be counted if PG&E submits an Electric Incidents Report (EIR) with a PG&E-attributable ignition cause. If the ignition source is unknown, disputed or under investigation, it will also be counted if PG&E submits an EIR and records a financial reserve associated with that ignition. | | CPUC-reportable fire ignitions | A count of the number of fire incidents that meet the following criteria: (i) occur within a PG&E HFTD and a HFRA; (ii) and is reportable to the CPUC per Decision 14-02-015. A reportable fire incident includes all the following: (1) Ignition is associated with PG&E overhead distribution circuits, (2) something other than PG&E facilities burned, and (3) the resulting fire travelled more than one meter from the ignition point. | | Quality pass rate | Equally weighted index that tracks the quality of three core Wildfire Mitigation programs as measured by: (1) Percentage of Distribution Inspections performed in HFTD that pass the field Quality Verification reviews and contain no critical defects. (2) Percentage of Transmission Inspections performed in HFTD that pass the field Quality Verification reviews and contain no critical defects. (3) Percentage of the completed Routine Vegetation Management in HFTD work that passes the Quality Verification reviews | | Total gas dig-in reduction | The number of gas dig-ins per 1,000 Underground Service Alert (USA) tickets received. The dig-in component tracks all gas dig-ins to PG&E gas subsurface installations. A dig-in refers to damage which occurs during excavation activities (impact or exposure) and results in a repair or replacement of an underground gas facility. | | Preventable motor vehicle incidents | A Preventable Motor Vehicle Incident (PMVI) is any incident where the PG&E driver could have but failed to take reasonable steps to prevent the incident. Includes company, rental and personal vehicles driven for company business. (Count of all PMVIs*1 Million)/Total Company Miles Driven. | | DCPP reliability and safety indicator | The year-end combined (average) score for Unit 1 and Unit 2, representing a composite of 10 performance indicators for nuclear power generation developed by the nuclear industry and applied to all U.S. nuclear power plants. Indicator performance periods range from 18 to 36 months (rolling). | | Safe dam operating capacity | Measure of operating capability of mechanical equipment used as main control to reduce the enterprise risk of any Large Uncontrolled Water Release (LUWR). Performance is based on the ratio of all controlled outlet days forced out over the controlled outlet days available. | | Non-fatal serious injury or fatality (SIF) rate | A work-related high-energy incident from work at or for PG&E, including motor vehicle incidents, that results in any of the following to employees, contractors, or directly supervised contractors: (1) a life-threatening injury or illness that required immediate life-preserving action that if not applied immediately would likely have resulted in the death of that person; or (2) a life-altering injury or illness that resulted in a permanent and significant loss of a major body part or organ function. Metric is calculated as the count of non-fatal SIF actuals multiplied by 200,000 divided by the hours worked. In the event of an employee or contract partner fatality, the score of this metric will be zero. | | Customers experiencing multiple interruptions (CEMI-5 and CEMI-10) index | The total number of customers experiencing 5 or more (CEMI-5), or 10 or more (CEMI-10) sustained interruptions (planned/unplanned). Metrics are reported as a year to date measure for a rolling 12-month period, and for incentive purposes is calculated as a composite index with CEMI-5 weighted at 60 percent and CEMI-10 weighted at 40 percent and both calculated as a customer count. This revised weighting (50/50 in 2022) reflects a continued focus on customer experience and our accountability to provide reliable electricity. | | Gas emergency response time | The average response time for immediate response (IR) orders. The response time by PG&E is measured in minutes from the time PG&E is notified to the time a Gas Service Representative (GSR) or a qualified first responder arrives onsite to the emergency location. PG&E notification time is defined as when a gas emergency order is created and timestamped. | | Electric 911 emergency response | Measures the percentage of time that PG&E personnel respond (are on site) within 60 minutes after receiving a 911 call, with onsite defined as arriving at the premises where the 911 agency personnel are waiting. | | Non-GAAP core earnings per share | Financial performance from ongoing core operations, in dollars per share. The measurement is Non-GAAP core earnings. Non-GAAP core earnings excludes non-core items (expenses that Management does not consider representative of ongoing earnings and affects comparability of financial results between periods). | | Operating cash flow | Operating cash flow measures cash the company’s normal operations generates. The definition aligns with the consolidated GAAP financial statements and is calculated by starting with Billed Revenue (cash income) and subtracting cash spend from operating activities (e.g., Cost of Energy, Functional Area Earnings Impacting Expense, and Functional Area Non-Earnings Impacting Expense). |

  93. Short-Term Incentives

    | (1) These are abbreviated summary definitions and may not reflect complete details, including certain exclusions, for each metric. |

  94. Short-Term Incentives

    | 2024 Joint Proxy Statement | 61 |

  95. Short-Term Incentives

    In the first quarter of 2024, the People and Compensation Committee reviewed and certified the following results for the company score:

  96. Short-Term Incentives

    | Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score | | Public and Employee Safety | 65% | | | | | | | | Wildfire risk reduction | 15% | 2.0 | 1.0 | 0.0 | 0.0 | 2.000 | 0.300 | | CPUC reportable fire ignitions | 10% | 90.0 | 86.0 | 82.0 | 65.0 | 2.000 | 0.200 | | Quality pass rate | 15% | 0.5 | 1.0 | 2.0 | 2.0 | 2.000 | 0.300 | | Total gas dig-in reduction | 5% | 1.11 | 1.05 | 0.86 | 1.01 | 1.211 | 0.061 | | Preventable motor vehicle incidents | 5% | 2.58 | 2.53 | 2.48 | 2.34 | 2.000 | 0.100 | | DCPP reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.0 | 2.000 | 0.100 | | Safe dam operating capacity | 5% | 96.2% | 97.0% | 98.8% | 98.5% | 2.000 | 0.100 | | Non-fatal SIF rate | 5% | 0.005 | 0.003 | 0.000 | 0.004 | 0.000 | 0.000 | | Customer Experience | 10% | | | | | | | | CEMI-5 / CEMI-10 Index | 5% | 0.500 | 1.000 | 2.000 | 0.976 | 0.976 | 0.049 | | Respond to emergencies index: | | | | | | | | | Gas emergency response | 2.5% | 20.5 | 19.9 | 18.9 | 19.8 | 1.100 | 0.028 | | Electric 911 emergency response | 2.5% | 97.19% | 98.30% | 99.00% | 97.23% | 0.520 | 0.013 | | Financial Stability | 25% | | | | | | | | Non-GAAP core earnings per share | 20% | $1.17 | $1.19 | $1.21 | $1.23 | 2.000 | 0.400 | | Operating cash flow | 5% | $4,031 | $4,742 | $5,453 | $4,748 | 1.008 | 0.050 | | 2023 Overall Short-Term Incentive Plan Company Score | | | | | | | 1.701 |

  97. Short-Term Incentives

    As indicated above, the non-fatal SIF rate metric was adjusted to zero for 2023 as a result of two fatalities during the year. In addition, to assess company performance relative to the above scorecard, the People and Compensation Committee can apply a modifier to reflect individual performance during the year via the IPM. This can modify awards to as low as zero and by up to 120 percent, subject to an overall cap of 200 percent when combined to the company score. Following an assessment of individual performance in 2023, IPMs ranging from 100 to 102 percent were approved. Three NEOs received individual performance modifiers slightly above target in recognition of achievements during the year relative to their goals. The table below shows the short-term incentive compensation paid to each of the NEOs eligible to receive a STIP for 2023 performance, noting that employees are required to be active on the payment date to receive their short-term incentive:

  98. Short-Term Incentives

    | NEO | Target Incentive (percent of Base) (1) | Target Incentive (2) | Company Score | Individual Performance Modifier (3) | Actual Incentive | Actual Incentive (percent of Target) | | Patricia K. Poppe (4) | 145% | $2,030,000 | 1.701 | 100% | $3,453,030 | 170% | | Jason M. Glickman | 75% | $557,325 | 1.701 | 100% | $947,689 | 170% | | Marlene M. Santos | 90% | $812,109 | 1.701 | 102% | $1,408,549 | 173% | | Sumeet Singh (5) | 90% | $765,235 | 1.701 | 101% | $1,314,236 | 172% | | Carolyn J. Burke | 75% | $435,394 | 1.701 | 100% | $740,355 | 170% | | Stephanie Williams (6) | 50% | $186,622 | 1.701 | 100% | $317,444 | 170% | | John R. Simon | 75% | $634,731 | 1.701 | 102% | $1,100,899 | 173% |

  99. Short-Term Incentives

    | 2024 Joint Proxy Statement | 62 |

  100. Short-Term Incentives

    | (1) Reflects the target STIP percentage effective December 31, 2023. | | (2) Reflects the actual target STIP value in effect for 2023, taking into account salary adjustments, target STIP percentage adjustments and length of service in 2023. | | (3) The 2022 STIP base award for each NEO was subject to upward or downward adjustment for individual performance on key performance variables. The Individual Performance Modifier can range from zero to 120 percent of the base award, with a potential maximum total award at 200 percent of each NEO’s target opportunity. Three NEOs received individual performance modifiers slightly above target in recognition of achievements during the year relative to their goals. | | (4) Ms. Poppe's target STIP percentage was increased from 135 to 145 percent effective January 1, 2023 following a review of data for the approved Compensation Peer Group. The increase better positions Ms. Poppe’s target compensation relative to the median market reference. | | (5) Mr. Singh's target STIP percentage was increased from 75 to 90 percent effective March 1, 2023 as result of his promotion to Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company. | | (6) Ms. William's target STIP percentage was increased from 45 to 50 percent effective January 10, 2023, as a result of her promotion to Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company. |

  101. Short-Term Incentives

    | 2024 Joint Proxy Statement | 63 |

  102. Long-Term Incentives

    Long-Term Incentives

  103. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards Our annual LTIP awards, which for 2023 were granted solely in the form of performance-based equity, are designed to measure and incentivize our success in ensuring operational continuity and employee engagement through a focus on customer welfare and our financial stability. The People and Compensation Committee established annual target opportunities for each NEO, expressed as absolute dollar values.

  104. 2023 Long-Term Incentive Awards

    | NEO(1) | 2023 Target Long-Term Incentive | PSUs | | Patricia K. Poppe | $10,750,000 | 100% | | Jason M. Glickman | $1,750,000 | 100% | | Marlene M. Santos | $2,600,000 | 100% | | Sumeet Singh | $2,600,000 | 100% | | Carolyn J. Burke (2) | $1,800,000 | 100% | | Stephanie Williams | $450,000 | 100% | | John R. Simon | $1,750,000 | 100% |

  105. 2023 Long-Term Incentive Awards

    | (1) Reflects NEOs still employed on December 31, 2023. All NEOs who resigned during the year either did not receive a grant in 2023 or forfeited their award on their separation | | (2) In connection with her appointment, Ms. Burke also received an award of Restricted Stock Units (RSUs) valued at $400,000, which will vest equally on the first and second anniversaries of the date of grant. This was separate from her annual LTIP award and is not reflected in the 2023 Target Long-Term Incentive value figure reported above. |

  106. 2023 Long-Term Incentive Awards

    Performance will be measured over a three-year performance period from January 1, 2023 to December 31, 2025 and vest to the extent threshold or greater performance objectives are accomplished three years after the grant date, in accordance with the three-year holding period for equity required under AB 1054. Dividend equivalents, if any, are accrued and paid in cash at the end of the performance period on earned shares only. The People and Compensation Committee retains complete and sole discretion to adjust any performance formula or score, including to zero, on any and all incentive plan performance measures or modifiers for any reason. In determining the performance metrics for the 2023 awards, the People and Compensation Committee considered a range of factors similar to those noted above in respect of the STIP awards. These included alignment with our core focus on customer welfare; the interaction with other metrics under the STIP and existing LTIP awards; the companies’ ability to establish robust goals; and the extent to which the metrics measure outcomes in an objective manner. Five metrics were approved for the 2023 awards as shown in the table below.

  107. 2023 Long-Term Incentive Awards

    | Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | | Public and Employee Safety | 40% | | | | | System hardening effectiveness | 20% | 80% | 84% | 88% | | Electric corrective maintenance in high fire risk areas (HFRA) | 20% | 69% | 77% | 85% | | Customer Experience | 25% | | | | | System average interruption duration index (SAIDI) (1) | 25% | 245.60 | 238.20 | 230.80 | | Financial Stability | 35% | | | | | Relative total shareholder return (TSR) (2) | 35% | 25th Percentile | 50th Percentile | 90th Percentile |

  108. 2023 Long-Term Incentive Awards

    | (1) Major Event Days are not included in the SAIDI calculation (and accordingly reflected in the goals) so as not to skew the measure of sustained outages (SAIDI) solely due to extreme weather. | | (2) Comparator companies comprised those listed in our 2023 Performance Comparator Group: Alliant Energy Corporation, Ameren Corporation, American Electric Power Company, Inc., CMS Energy Corporation, Consolidated Edison, Inc., DTE Energy Company, Duke Energy Corporation, Edison International, Inc., Evergy, Inc., Eversource Energy, Exelon Corporation, FirstEnergy Corporation, NiSource Inc., Pinnacle West Capital Corporation, PPL Utilities, The Southern Company, WEC Energy Group, Inc., and Xcel Energy Inc. See “Use of Market Data” section on page 57 for details on peer group selection. |

  109. 2023 Long-Term Incentive Awards

    Actual performance relative to the goals approved by the People and Compensation Committee will be disclosed following the conclusion of the three-year performance period and certification of results in the first quarter of 2026. The People and Compensation Committee retains complete discretion to adjust the formula and results and the final score, including to zero, on any and all incentive plan performance measures for any reason. All PSUs may be subject to earlier vesting or forfeiture upon certain events, in accordance with the terms of the grant.

  110. 2023 Long-Term Incentive Awards

    | 2024 Joint Proxy Statement | 64 |

  111. Assessment of 2021 Long-Term Incentive Awards

    Assessment of 2021 Long-Term Incentive Awards The three-year performance period for the 2021 PSU awards concluded on December 31, 2023. The 2021 PSUs were subject to six performance metrics reflecting strategic priorities in our three core areas of customer experience, public safety and financial stability. In the first quarter of 2024, the People and Compensation Committee assessed performance over the three-year performance period. Payout amounts were determined by multiplying the number of 2021 granted PSUs by the overall metric score of 104.5 percent. Given the performance period has now concluded, details of the threshold, target and maximum performance goals for the Greater Affordability for Customers metric are provided below as this information is no longer considered commercially sensitive.

  112. Assessment of 2021 Long-Term Incentive Awards

    | Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score | | Customer Experience | 35% | | | | | | | | Customer satisfaction score | 17.5% | 73.1 | 75.3 | 78.7 | 69.4 | — | — | | Public safety power shutoff (PSPS) notification accuracy | 17.5% | 98.0% | 99.0% | 99.9% | 97.8% | — | — | | Public Safety | 35% | | | | | | | | System hardening effectiveness (risk miles)(1)(2) | 17.5% | 985 | 1,090 | 1,138 | 1,134 | 1.917 | 0.335 | | Enhanced vegetation management effectiveness (risk miles) | 17.5% | 3,600 | 3,780 | 4,140 | 3,907 | 1.352 | 0.237 | | Financial Stability | 30% | | | | | | | | Greater affordability for customers (millions) (2)(3) | 15% | $90 | $38 | $(14) | $30 | 1.154 | 0.173 | | Relative total shareholder return (TSR) (4) | 15% | 25th Percentile | 50th Percentile | 90th Percentile | 100th Percentile | 0.020 | 0.003 | | 2021 Overall PSU Performance Score | | | | | | | 1.045 |

  113. Assessment of 2021 Long-Term Incentive Awards

    | (1) In addition to the stated goal there were two underpins that were both met: (i) at least 80% of the system hardening had to relate to highest risk miles, with 88% achieved; and (ii) at least 10% or more had to be underground line removal, with 45% achieved. | | (2) Goals in the table reflect the revisions approved by the People and Compensation Committee in 2022 and disclosed in our 2023 Proxy Statement, to align the incentive plan goals with the updated Wildfire Mitigation Plan, financial guidance on core Earnings per Share (EPS) growth, and the 2023 General Rate Case. | | (3) The targets are based on non-GAAP core earnings (aligned with our external EPS guidance) excluding unrecoverable interest expense, compared to authorized earnings as established through approved rate cases. | | (4) Comparator companies comprised those listed in our 2021 Performance Comparator Group in our 2022 Proxy Statement: Alliant Energy Corporation, Ameren Corporation, American Electric Power Company, Inc., CMS Energy Corporation, Consolidated Edison, Inc., Duke Energy Corporation, Edison International, Evergy, Inc., Eversource Energy, FirstEnergy Corp., NiSource Inc., Pinnacle West Capital Corporation, The Southern Company, WEC Energy Group, Inc., and Xcel Energy Inc. |

  114. New Hire Awards to New Executives

    | NEO | Vehicle | Terms | Grant Value | | Carolyn J. Burke | Cash | • Cash payment • Pro-rated amount subject to repayment if Ms. Burke voluntarily resigns prior to March 15, 2025. | $400,000 | | | RSUs | • RSUs with 50 percent vesting on the first anniversary (March 15, 2024) and 50 percent vesting on the second anniversary (March 15, 2025). | $400,000 |

  115. Severance Benefits

    Severance Benefits General severance benefits are provided to the NEOs through the Officer Severance Policy and specific incentive plan award agreements and guidelines. The purpose of this policy is to: • Attract and retain senior management by providing severance benefits that are part of a competitive total compensation package; • Provide consistent treatment for all terminated officers; • Minimize potential litigation costs in connection with terminations of employment by conditioning payments upon a general release of claims; and • Focus management on maximizing shareholder value and aligning interests, rather than being distracted by concerns about job security in a potential change-in-control situation. Change-in-control benefits require a “double trigger” and are not payable based on a change-in-control event alone, which the People and Compensation Committee believes best reflects shareholder interests and aligns with typical market practices. Details of the policy are summarized below.

  116. Severance Benefits

    | Termination Scenario | Eligible | Key Provisions | | | Termination without cause | All NEOs | • | Cash severance of two-times (CEO) or one-times (other NEOs) the sum of base salary and STIP target | | | | • | Pro-rata vesting of PSUs | | | | • | Continued vesting of unvested RSUs for one year | | | | • | Continued vesting of stock options for one year, with an exercise period equal to the lesser of one year or the remaining term of the options | | | | • | Limited COBRA benefits and outplacement services | | Termination Scenario | Eligible | Key Provisions | | | Termination for cause or resignation when not retirement eligible | All NEOs | Termination for cause or resignation when not retirement eligible: | | | | | • | Forfeits all unvested PSUs, RSUs, and stock options | | | | • | Forfeits any unpaid dividends associated with long-term incentive awards | | Termination following a Change in Control | All NEOs (except S. Williams) | • | Cash severance of three-times (CEO) or two-times (other NEOs) the sum of base salary and STIP target | | | | • | LTIP award agreements detail treatment that accelerate vesting of all awards on a change of control (CIC) if either (1) the officer is severed in connection with the CIC, or (2) the award is not continued, assumed, or substituted |

  117. Severance Benefits

    The Golden Parachute Restriction Policy requires shareholder approval of certain defined executive severance payments provided in connection with a change in control of PG&E Corporation, to the extent that those payments exceed 2.99 times the sum of a covered officer’s base salary and target short-term incentive award. The Officer Severance Policy also permits reduction and repayment of severance benefits from certain officers, with certain triggers. Specifically, the Boards of Directors of PG&E Corporation and the Utility will have: • A right to cancel, reduce, or require forfeiture of severance payments or benefits from (1) executive officers of either company in the event of a felony conviction of either company related to public health and safety or financial misconduct by either company following its July 1, 2020 emergence from Chapter 11 (Company Conviction), provided that an affected executive officer was serving as an executive officer of the convicted company at the time of the conduct leading to the Company Conviction; or (2) either company’s CEO or CFO if that company is required to restate its financial statements due to that company’s material non-compliance with financial reporting requirements as a result of misconduct, provided that the individual was serving as CEO or CFO during the period covered by the restatement; and • A right to recoup or require reimbursement or repayment of severance rights, payments, and benefits from executive officers in the event such executive officers engaged in misconduct that materially contributed to some of the actions or omissions on which a Company Conviction is based. Additional details regarding severance benefits can be found in the sections entitled “Potential Payments—Termination Without Cause” beginning on page 84, and “Potential Payments—Severance in Connection with Change in Control” beginning on page 84.

  118. Severance Benefits

    | 2024 Joint Proxy Statement | 67 |

  119. Severance Benefits

    | 2024 Compensation Structure |

  120. Severance Benefits

    During 2023, the People and Compensation Committee undertook a review of the Pay Comparator Group with its independent outside consultant. The review resulted in one addition and two removals: • Constellation Energy was added given its industry and size relevance following its recent spin-off from Exelon. • Ameren and WEC Energy were removed, given their relative revenue scope. Following these changes, the Pay Comparator Group is comprised entirely of utility companies and PG&E was positioned at the 79th percentile for revenue and the 58th percentile for market capitalization. The resulting group was used to inform the People and Compensation Committee's 2024 decisions. No changes were made to the Performance Comparator Group for 2024. In the first quarter 2024, the People and Compensation Committee submitted the 2024 compensation program for approval under AB 1054. The plans continue to focus on safety with minor refinements to ensure alignment with our strategic priorities and external commitments.

  121. Short-Term Incentive Plan

    Short-Term Incentive Plan For 2024, the design is thematically consistent with 2023, with safety and wildfire mitigation plan metrics making up 60% of the overall weight, with a continued emphasis on outcome-oriented and risk reduction metrics. Notable changes include: •A reduction in the total number of metrics from thirteen to ten; and •The conversion of the wildfire risk reduction metric into a modifier to the weather normalized reportable fire ignitions metric, that would zero out this metric in the event of certain ignitions. The People and Compensation Committee will continue to have the ability to approve individual performance adjustments provided they do not result in an outcome that exceeds the overall plan maximum of 200 percent of target. Also, in 2023, the People and Compensation Committee approved an amendment to the STIP requiring that starting for the 2024 performance year, participants must be employed on the payment date in order to receive an award, except in the case of retirement or other exceptions approved by the People and Compensation Committee.

  122. Long-Term Incentive Plan

    Long-Term Incentive Plan Annual equity grants to executive officers (including NEOs) continue to be 100 percent PSUs. Similar to the short-term incentive program, the weighting of safety metrics is the focus. The metrics and weightings used in 2023 will be retained in 2024.

  123. Equity Grant Date Policy

    Equity Grant Date Policy The PG&E Corporation Equity Grant Date Policy, as last amended in February 2024, generally provides that annual LTIP awards, if any, are granted once per year on March 1 (or if that day is not a business day, then on the following business day). The PG&E Corporation Board or the People and Compensation Committee may determine a different grant date if appropriate or necessary, for example if a coworker is on an approved leave of absence on March 1. The Companies retain discretion to grant LTIP awards other than annual awards (such as for newly hired or newly promoted officers or for retention, recognition or other like purposes). If the grant date of any non-annual LTIP award would occur during a trading blackout period, as defined under the company's Insider Trading Policy, then the actual grant date will be the first business day after the trading blackout period ends.

  124. EXECUTIVE OFFICER COMPENSATION

    | Summary Compensation Table – 2023 |

  125. EXECUTIVE OFFICER COMPENSATION

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Patricia K. Poppe CEO, PG&E Corporation | 2023 | 1,400,000 | 0 | 11,750,292 | 0 | 3,453,030 | 33,718 | 357,799 | 16,994,840 | | | 2022 | 1,391,667 | 0 | 10,069,628 | 0 | 2,207,520 | 13,269 | 437,777 | 14,119,861 | | | 2021 | 1,344,643 | 6,600,000 | 41,175,002 | 0 | 1,487,578 | 18,198 | 573,050 | 51,198,471 | | Jason M. Glickman EVP, Engineering, Planning and Strategy, Pacific Gas and Electric Company | 2023 | 743,100 | 0 | 1,912,843 | 0 | 947,689 | 24,557 | 120,340 | 3,748,529 | | | 2022 | 712,500 | 0 | 1,854,956 | 0 | 630,392 | 8,826 | 112,784 | 3,319,458 | | | 2021 | 450,000 | 500,000 | 1,750,021 | 0 | 287,213 | 13,373 | 74,255 | 3,074,861 | | Marlene M. Santos EVP and Chief Customer Officer and Enterprise Solutions Officer, Pacific Gas and Electric Company | 2023 | 902,344 | 0 | 2,841,929 | 0 | 1,408,549 | 43,618 | 200,978 | 5,397,418 | | | 2022 | 866,667 | 0 | 2,755,918 | 0 | 993,034 | 16,727 | 155,677 | 4,788,022 | | | 2021 | 657,609 | 900,000 | 5,113,471 | 0 | 503,663 | 22,292 | 287,052 | 7,484,086 | | Sumeet Singh EVP, Chief Risk and Chief Safety Officer, PG&E Corporation and Pacific Gas and Electric Company | 2023 | 869,011 | 0 | 2,841,929 | 0 | 1,314,236 | 173,050 | 141,795 | 5,340,021 | | | 2022 | 675,000 | 0 | 1,854,956 | 0 | 597,213 | 3,251 | 96,811 | 3,227,232 | | | 2021 | 502,000 | 0 | 715,045 | 0 | 273,320 | 48,649 | 80,082 | 1,619,095 | | Adam L. Wright (7) Former EVP, Operations and COO, Pacific Gas and Electric Company | 2023 | 202,915 | 0 | 0 | 0 | 0 | 0 | 93,839 | 296,755 | | | 2022 | 869,191 | 0 | 2,755,918 | 0 | 911,040 | 11,992 | 160,966 | 4,709,106 | | | 2021 | 762,596 | 500,000 | 4,200,016 | 0 | 579,212 | 13,695 | 452,641 | 6,508,160 | | Carolyn J. Burke (8) EVP and CFO, PG&E Corporation | 2023 | 580,525 | 400,000 | 2,332,176 | | 740,355 | 22,816 | 319,628 | 4,395,500 | | Christopher A. Foster (9) Former EVP and CFO, PG&E Corporation | 2023 | 446,816 | 0 | 1,748,890 | 0 | 0 | 0 | 60,213 | 2,255,919 | | | 2022 | 648,333 | 0 | 1,854,956 | 0 | 454,352 | 0 | 100,913 | 3,058,554 | | | 2021 | 627,355 | 0 | 1,330,083 | 0 | 375,723 | 42,320 | 98,653 | 2,474,133 | | Stephanie Williams (10) VP and Controller, PG&E Corporation and VP, CFO and Controller, Pacific Gas and Electric Company | 2023 | 379,765 | 0 | 491,878 | 0 | 317,444 | 97,380 | 46,054 | 1,332,521 | | David S. Thomason (11) Former VP, CFO and Controller, Pacific Gas and Electric Company | 2023 | 143,632 | 0 | 0 | 0 | 0 | 3,008 | 10,116 | 156,756 | | | 2022 | 385,975 | 0 | 424,024 | 0 | 202,868 | 0 | 61,633 | 1,074,499 | | | 2021 | 381,858 | 0 | 400,051 | 0 | 200,906 | 28,373 | 65,050 | 1,076,238 | | John R. Simon EVP, General Counsel, and Chief Ethics & Compliance Officer, PG&E Corporation | 2023 | 846,308 | 0 | 1,912,843 | 0 | 1,100,899 | 1,096,294 | 38,164 | 4,994,509 | | | 2022 | 812,248 | 0 | 1,854,956 | 0 | 725,760 | 11,337 | 36,605 | 3,440,906 | | | 2021 | 841,039 | 0 | 1,750,023 | 0 | 488,657 | 556,326 | 63,945 | 3,699,990 | | Julius Cox (12) Former EVP, People, Shared Services and Supply Chain, Pacific Gas and Electric Company | 2023 | 553,262 | 0 | 1,639,588 | 0 | 0 | 0 | 109,351 | 2,302,201 | | | 2022 | 639,167 | 0 | 1,324,950 | 0 | 559,910 | 13,095 | 165,779 | 2,702,901 |

  126. EXECUTIVE OFFICER COMPENSATION

    | Grants of Plan-Based Awards in 2023 |

  127. Performance Shares

    | Outstanding Equity Awards at Fiscal Year End – 2023 |

  128. Performance Shares

    | Outstanding Equity Awards at Fiscal Year End – 2023 (Continued) |

  129. Performance Shares

    | Option Exercises and Stock Vested during 2023 |

  130. Performance Shares

    | Pension Benefits – 2023 |

  131. Performance Shares

    This table provides information for each NEO relating to accumulated benefits as of December 31, 2023, under any plan that provides for payments or other benefits at, after, or relating to retirement.

  132. Performance Shares

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | P. K. Poppe | Pacific Gas and Electric Company Retirement Plan | 2.99 | 65,185 | 0 | | J. M. Glickman | Pacific Gas and Electric Company Retirement Plan | 2.66 | 46,756 | 0 | | M. M. Santos | Pacific Gas and Electric Company Retirement Plan | 2.8 | 82,637 | 0 | | S. Singh | Pacific Gas and Electric Company Retirement Plan | 21.64 | 819,724 | 0 | | A. L. Wright | Pacific Gas and Electric Company Retirement Plan | 2.09 | 0 | 0 | | C.J. Burke | Pacific Gas and Electric Company Retirement Plan | 0.8 | 22,816 | 0 | | C. A. Foster | Pacific Gas and Electric Company Retirement Plan | 11.66 | 286,839 | 0 | | S. Williams | Pacific Gas and Electric Company Retirement Plan | 13.36 | 402,997 | 0 | | D. S. Thomason | Pacific Gas and Electric Company Retirement Plan | 21.26 | 733,181 | 0 | | J. R. Simon | Pacific Gas and Electric Company Retirement Plan | 16.71 | 3,185,893 | 0 | | J. R. Simon | PG&E Corporation Supplemental Executive Retirement Plan | 16.71 | 1,478,036 | 0 | | J. Cox | Pacific Gas and Electric Company Retirement Plan | 2.65 | 0 | 0 |

  133. Performance Shares

    Additional information regarding compensation reported in the “Pension Benefits” table, and any associated policies, can be found in the CD&A. The present value of accumulated benefits as of December 31, 2023, is determined assuming that the NEOs retire at the earliest unreduced retirement age, using mortality and interest assumptions consistent with those used in preparing PG&E Corporation’s and the Utility’s financial statements. The RP-2014 “Employees” mortality table was used without collar or amount adjustments (adjusted to 2006 using a variation of MP-2014). Rates were projected on a generational basis from 2006 using a variation of MP-2014. Interest discount rates of 5.21 percent and 5.09 percent were used for the Pacific Gas and Electric Company Retirement Plan (Retirement Plan) and the PG&E Corporation Supplemental Executive Retirement Plan (SERP), respectively.

  134. Performance Shares

    | 2024 Joint Proxy Statement | 77 |

  135. Performance Shares

    For 2023, the pension benefits described in the above table are provided to officers under two plans. The Utility provides retirement benefits to its eligible employees, including its officers, under the Retirement Plan, which is a tax-qualified defined benefit pension plan. The Retirement Plan historically also has provided benefits to a significant number of PG&E Corporation’s employees and officers. Since April 1, 2007, all PG&E Corporation employees and officers are eligible to participate in the Retirement Plan. The Retirement Plan has two forms of benefit formula: a final pay formula and a cash balance formula. With respect to the Retirement Plan’s final pay benefit formula, a participating officer may begin receiving tax-qualified pension benefits at age 55, but benefits will be reduced unless the individual has at least 35 years of service and subject to adjustment for actuarial factors, including if an individual commences retirement after becoming eligible for an unreduced pension. At age 65, a participant becomes eligible for an unreduced pension, irrespective of the years of service. Between age 55 and age 65, any pension benefit may be reduced based on the number of years of service, and in accordance with the Retirement Plan’s early retirement reduction factors. The normal benefit formula is 1.7 percent of the average annual salary for the last 36 consecutive months of service multiplied by years of credited service. The default form of benefit is a single-life annuity for participants who are unmarried at retirement or a 50 percent joint spousal annuity for married participants. However, other types of joint pensions are available, and participants may designate non-spousal joint pensioners (subject to spousal consent). Effective January 1, 2013, a cash balance formula was added to the Retirement Plan. Employees hired or re-hired after a break in employment on or after January 1, 2013, participate in the cash balance benefit. Employees hired before January 1, 2013, were given a one-time opportunity during 2013 to irrevocably select to switch to the cash balance benefit on a going-forward basis, effective January 1, 2014, or to retain the final pay benefit to which they were otherwise entitled. On the last day of each year (or on the date of benefit commencement, if earlier), an employee’s cash balance account is credited with pay credits based on a point system of age plus service and eligible pay during the year. At the end of each calendar quarter, the account is credited with interest credits, based on an average of the 30-year Treasury rates for the three months before the calendar quarter. Special interest credit rules apply in the quarter in which the benefit payment commences. The default forms of payment are similar to those under the final pay benefit formula. Additionally, however, a cash balance participant may elect a lump-sum payout that is eligible for rollover into an Individual Retirement Account or other tax-advantaged employer plan. Cash balance participants may elect to receive their vested benefit when they leave employment with any participating employer, regardless of whether they have attained age 55. The cash balance benefit does not include an early retirement reduction. No current NEOs elected to switch to the cash balance benefit. PG&E Corporation’s non-qualified SERP provides benefits to certain officers and key employees. The SERP benefit formula is 1.7 percent of the average of the three highest combined salary and annual STIP payments during the last 10 years of service, multiplied by years of credited service, less the amount of the participant’s benefit from the Retirement Plan. Payments are in the form of a single-life annuity or, at the election of the officer, a joint spousal annuity. Normal retirement age is 65. Benefits may begin earlier, on the later of the NEO’s reaching age 55 or separation from service with the companies, subject to reduction depending on years of credited service, in accordance with the Retirement Plan’s early retirement reduction factors. Effective January 1, 2013, the SERP was closed to new participants. Individuals who do not participate in the SERP but who are newly hired or promoted to officer after January 1, 2013, may be eligible to participate in the 2013 PG&E Corporation Defined Contribution Executive Supplemental Retirement Plan (DC-ESRP), a non-tax-qualified deferred compensation plan. All NEOs with the exception of Mr. Simon participate in the DC-ESRP. See the table “Non-qualified Deferred Compensation—2023” below and the accompanying narrative for additional DC-ESRP details. At December 31, 2023, Mr. Simon was eligible for early retirement under the Retirement Plan and the SERP. If Mr. Simon had retired on December 31, 2023, his benefit under both plans would have been subject to an early retirement reduction of 10 percent.

  136. Performance Shares

    | Non-Qualified Deferred Compensation – 2023 |

  137. Performance Shares

    | Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability |

  138. Pension Benefits in General

    Pension Benefits in General If any NEO is terminated for any reason, that officer generally is entitled to receive accrued and vested pension benefits, as described in the narrative accompanying the “Pension Benefits” table on page 77. The value of the pension benefit will be paid out over time in the form of an annuity, consistent with payment elections made by the NEO. The qualified plan trust is funded by contributions from both PG&E Corporation and the Utility. Payments from the non-qualified plan are paid by PG&E Corporation and are reduced by any benefit payable from the qualified plan. The value of pension benefits reported in the table above is identical in all termination scenarios, except if an NEO’s employment is terminated due to that officer’s death. In that case, if (1) the officer was at least 55 years of age, or (2) the combined total of his or her age and the number of years worked exceeded 70, then the officer’s surviving spouse or beneficiary would be entitled to an immediate commencement of payment of 50 percent of the single-life pension benefit that would otherwise have been available to the officer at age 65. For all other officers, the value of this pre-retirement survivor’s benefit would be 50 percent of the single life pension benefit that would otherwise have been available to the officer at age 55, and the benefit would commence on the first of the month after the day that officer would have reached age 55.

  139. Potential Payments – Resignation/Retirement

    Potential Payments – Resignation/Retirement

  140. Potential Payments – Termination for Cause

    Potential Payments – Termination for Cause If an officer is terminated for cause, all outstanding PSUs and unvested RSUs are cancelled, stock options are forfeited, no severance payment is available, and the officer is not eligible to receive a STIP payment for that year. As provided in the Officer Severance Policy, in general, an officer is terminated “for cause” if the employer determines in good faith that the officer has engaged in, committed, or is responsible for: • Serious misconduct, gross negligence, theft, or fraud against PG&E Corporation and/or the officer’s employer, • Refusal or unwillingness to perform his or her duties, • Inappropriate conduct in violation of the Corporation’s equal employment opportunity policy, • Conduct that reflects adversely upon, or making any remarks disparaging of, the Corporation, its Board, officers, or employees, or its affiliates or subsidiaries, • Insubordination, • Any willful act that is likely to injure the reputation, business, or business relationship of the Corporation or its subsidiaries or affiliates, or • Violation of any fiduciary duty, or breach of any duty of loyalty. Ms. Poppe’s offer letter provides that “cause” for purposes of defining eligibility for severance payments has the definition used for determining “constructive termination” in connection with a Change in Control (see discussion under “Potential Payments-Severance In Connection with a Change in Control”). With respect to vesting of LTIP awards, “cause” generally is determined in the sole discretion of PG&E Corporation, and typically includes dishonesty, a criminal offense, or violation of a work rule. Ms. Poppe’s offer letter provides that, for Ms. Poppe’s make-whole RSU award, “cause” is defined in the manner as under the Officer Severance Policy (described above).

  141. Potential Payments – Termination for Cause

    | 2024 Joint Proxy Statement | 83 |

  142. Potential Payments – Termination Without Cause

    Potential Payments – Termination Without Cause Termination provisions are described in the Officer Severance Policy, LTIP award agreements, and individual arrangements as described below. • Unvested PSUs generally vest proportionately based on the number of months during the performance period that the officer was employed divided by 36 months. Any vested PSUs are settled, if at all, at the end of the applicable performance period, in the same manner as for active employees. • Unvested RSUs generally continue to vest for 12 months. Ms. Poppe’s make-whole RSU award will vest in full subject to execution and non-revocation of a general release of claims. • Unvested stock options that would have vested over the 12 months following termination will continue to vest. Vested stock options may be exercised for the shorter of one year or the remaining term. If the officer is at least 55 years of age with at least five years of service, his or her termination without cause is treated as a retirement under the terms of the LTIP award agreement, rather than as described in this section. (Please see the section entitled “Potential Payments—Resignation/ Retirement” for a discussion of vesting provisions.) Mr. Simon was the only NEO eligible for retirement under the LTIP as of December 31, 2023.

  143. Potential Payments – Severance in Connection with Change in Control

    Potential Payments – Severance in Connection with Change in Control Change-in-Control benefits require a “double trigger” and are not payable based on a Change-in-Control event alone. Benefits in connection with a Change in Control are provided by the Officer Severance Policy, the LTIP, and related LTIP award agreements and guidelines. Benefits may be limited by the PG&E Corporation Golden Parachute Restriction Policy, which is discussed further below.

  144. Potential Payments – Termination Due to Death or Disability

    Potential Payments – Termination Due to Death or Disability

  145. STIP

    | Principal Executive Officers’ (PEO) Pay Ratio – 2023 |

  146. 2023 Pay Versus Performance Tables and Supporting Narrative

    2023 Pay Versus Performance Tables and Supporting Narrative The following tables and supporting narrative contain information regarding Compensation Actually Paid (CAP) to our NEOs and the relationship to company performance. Pay Versus Performance Tables (PVP)

  147. 2023 Pay Versus Performance Tables and Supporting Narrative

    | Corporation PEOs/NEOs (1) | | | | | | | | | | | | | | Year | SCT Total for PEO #1 ($) | CAP to PEO #1 ($) | SCT Total for PEO #2 ($) | CAP to PEO #2 ($) | SCT Total for PEO #3 ($) | CAP to PEO #3 ($) | ASCT Total for Non-PEO NEOs ($)(2) | ACAP to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($mm) | Non-GAAP Core EPS ($)(5) | | | | | | | | | | | TSR ($) | Peer Group TSR ($)(4) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 16,994,840 | 22,616,942 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 3,881,976 | 2,111,037 | 166 | 114 | 2,242 | 1.23 | | 2022(6) | 14,119,861 | 27,957,027 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 3,249,730 | 5,861,192 | 150 | 121 | 1,800 | 1.10 | | 2021 | 51,198,471 | 55,405,829 | 361,605 | 159,676 | Not an NEO | Not an NEO | 3,087,062 | 2,871,276 | 112 | 119 | (102) | 1.00(7) | | 2020 | Not an NEO | Not an NEO | 6,174,215 | 4,651,661 | 1,755,742 | (3,237,850) | 3,471,807 | 2,474,226 | 115 | 102 | (1,318) | 1.61 |

  148. 2023 Pay Versus Performance Tables and Supporting Narrative

    | Utility PEOs/NEOs(1) | | | | | | | | | | | | | | | | | | | | Year | SCT Total for PEO #1 ($) | CAP to PEO #1 ($) | SCT Total for PEO #2 ($) | CAP to PEO #2 ($) | SCT Total for PEO #3 ($) | CAP to PEO #3 ($) | SCT Total for PEO #4 ($) | CAP to PEO #4 ($) | SCT Total for PEO #5 ($) | CAP to PEO #5 ($) | SCT Total for PEO #6 ($) | CAP to PEO #6 ($) | ASCT Total for Non-PEO NEOs ($)(2) | ACAP to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | | Non-GAAP Core EPS ($)(5) | | | | | | | | | | | | | | | | | TSR ($) | Peer Group TSR ($)(4) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 5,340,021 | 6,388,002 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 3,748,529 | 4,882,561 | 5,397,418 | 6,990,446 | 296,755 | (7,485,884) | 1,263,826 | (517,761) | 166 | 114 | 2,242 | 1.23 | | 2022(6) | Not an NEO | Not an NEO | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 3,319,458 | 4,773,078 | 4,788,022 | 7,257,976 | 4,709,106 | 7,132,385 | 2,334,877 | 3,595,303 | 150 | 121 | 1,800 | 1.10 | | 2021 | 1,619,095 | 1,630,236 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 3,074,861 | 3,147,964 | 7,484,086 | 7,525,239 | 6,508,160 | 6,875,783 | 1,503,306 | 1,434,284 | 112 | 119 | (102) | 1.00(7) | | 2020 | Not an NEO | Not an NEO | 2,082,421 | 1,712,587 | 3,630,569 | 3,791,428 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 1,943,221 | 2,183,674 | 115 | 102 | (1,318) | 1.61 |

  149. 2023 Pay Versus Performance Tables and Supporting Narrative

    | Legend | | | | 1) SCT | – | Summary Compensation Table | | 2) ASCT | – | Average Summary Compensation Table | | 3) CAP | – | Compensation Actually Paid | | 4) ACAP | – | Average Compensation Actually Paid | | 5) TSR | – | Total Shareholder Return | | 6) EPS | – | Earnings Per Share |

  150. 2023 Pay Versus Performance Tables and Supporting Narrative

    | 2024 Joint Proxy Statement | 88 |

  151. 2023 Pay Versus Performance Tables and Supporting Narrative

    (1) The following individuals are included as PEOs and the non-PEO NEOs in the tables above.

  152. 2023 Pay Versus Performance Tables and Supporting Narrative

    | Year | Corporate PEOs | Utility PEOs | Corporate Non-PEO NEOs | Utility Non-PEO NEOs | | 2023 | #1 - Patricia K. Poppe | #4 - Jason M. Glickman | Carolyn J. Burke | Stephanie Williams | | | | #5 - Marlene M. Santos | John R. Simon | David S. Thomason | | | | #1 - Sumeet Singh | Christopher A. Foster | Julius Cox | | | | #6 - Adam L. Wright | | | | 2022 | #1 - Patricia K. Poppe | #4 - Jason M. Glickman | Christopher A. Foster | David S. Thomason | | | | #5 - Marlene M. Santos | John R. Simon | Sumeet Singh | | | | #6 - Adam L. Wright | | Julius Cox | | 2021 | #1 - Patricia K. Poppe | #1 - Sumeet Singh | Christopher A. Foster | David S. Thomason | | | #2 - William L. Smith | #4 - Jason M. Glickman | John R. Simon | James M. Welsch | | | | #5 - Marlene M. Santos | | | | | | #6 - Adam L. Wright | | | | 2020 | #2 - William L. Smith | #2 - Michael A. Lewis | Christopher A. Foster | David S. Thomason | | | #3 - William D. Johnson | #3 - Andrew M. Vesey | John R. Simon | James M. Welsch | | | | | Jason P. Wells | | | | | | Janet C. Loduca | |

  153. 2023 Pay Versus Performance Tables and Supporting Narrative

    (2) 2023 ASCT Total for Corporate Non-PEO NEOs impacted by the mid-year departure of Christopher A. Foster. 2023 ASCT Total for Utility Non-PEO NEOs impacted by the mid-year departures of David S. Thomason and Julius Cox. (3) 2023 ACAP to Corporate Non-PEO NEOs impacted by the mid-year departure of Christopher A. Foster. 2023 ACAP to Utility Non-PEO NEOs impacted by the mid-year departures of David S. Thomason and Julius Cox. (4) Dow Jones Utility Index is used to determine the peer group for TSR purposes in the PVP and is used for purposes of the performance graph in PG&E Corporation's and the Utility's Joint Annual Report. (5) Non-GAAP core EPS is identified as our company-selected measure and included in column (i) of both tables. Details of the reconciliation to our audited financial statements can be found in Exhibit A of the Proxy for each respective year. (6) The 2023 Annual Proxy Statement incorrectly reported 2022 "All Other Compensation" totals, within the SCT, for Ms. Poppe, Mr. Wright and Mr. Cox. The numbers for 2022 have been corrected as indicated in the SCT. See footnote on p. 72 for additional details. As a result, the 2022 SCT and CAP totals for Ms. Poppe, Corporation PEO #1, were previously reported as 14,120,593 and 27,957,759 respectively, and for Mr. Wright, Utility PEO # 6, were previously reported as 4,709,917 and 7,133,196, respectively. Additionally, in 2022 Mr. Cox was incorrectly included in the Corporation non-PEO NEO average SCT and CAP total. Going forward, his compensation has been included in the Utility non-PEO average SCT and CAP for 2022 and 2023. As a result of of the correction to Mr. Cox's categorization, and the change to his "All Other Compensation," the Corporation non-PEO average for the 2022 SCT and CAP totals were previously reported as 3,067,616 and 5,085,528, respectively, and the Utility non-PEO average for 2022 SCT and CAP totals were previously reported as 2,150,866 and 3,626,099, respectively. The numbers for 2022 are corrected in the tables above as indicated. (7) Non-GAAP Core EPS for the full year 2021 was $1.00 per share on a fully diluted basis and $1.08 using a basic share count. The impact of dilution was $(0.08) per share. (8) The following adjustments for the most recent fiscal year were made to the SCT total pay in determining CAP. As described in above in footnote (4), moderate changes were made to 2022 SCT and CAP totals and are included, as applicable, in the table below. No deductions were required in respect of stock options as none were granted and included in the SCT during 2020 – 2023.

  154. 2023 Pay Versus Performance Tables and Supporting Narrative

    | 2024 Joint Proxy Statement | 89 |

  155. 2023 Pay Versus Performance Tables and Supporting Narrative

    | | | | Deductions from SCT Total Pay | | Additions to SCT Total Pay | | | | PEO | Year | SCT Total ($) | Amounts Reported in the Summary Compensation Table for Stock Awards ($) | Amounts Reported in the Summary Compensation Table for Pension Value ($) | Fair Value of Equity Awards Calculated in Accordance with Compensation Actually Paid Requirements ($)(a) | Value of Service Cost and Prior Service Cost under the Pension Plans ($) | CAP ($) | | Poppe, P | 2023 | 16,994,840 | 11,750,292 | 33,718 | 17,371,069 | 35,043 | 22,616,942 | | | 2022 | 14,119,861 | 10,069,628 | 13,269 | 23,920,063 | 0 | 27,957,027 | | Singh, S | 2023 | 5,340,021 | 2,841,929 | 168,178 | 4,020,414 | 37,674 | 6,388,002 | | Glickman, J | 2023 | 3,748,529 | 1,912,843 | 24,557 | 3,046,537 | 24,895 | 4,882,561 | | Santos, M | 2023 | 5,397,418 | 2,841,929 | 43,618 | 4,440,573 | 38,002 | 6,990,446 | | Wright, A | 2023 | 296,755 | 0 | 0 | (7,810,085) | 27,446 | (7,485,884) | | | 2022 | 4,709,106 | 2,755,918 | 11,992 | 5,191,189 | 0 | 7,132,385 | | Average for non-PEO Corporate NEOs | 2023 | 3,881,976 | 1,997,970 | 370,420 | 508,128 | 89,323 | 2,111,037 | | | 2022 | 3,249,730 | 1,854,956 | 0 | 4,266,320 | 200,099 | 5,861,192 | | Average for non-PEO Utility NEOs | 2023 | 1,263,826 | 710,489 | 33,463 | (1,072,332) | 34,696 | (517,761) | | | 2022 | 2,334,877 | 1,201,310 | 4,365 | 2,420,348 | 45,753 | 3,595,303 |

  156. 2023 Pay Versus Performance Tables and Supporting Narrative

    (a) The following elements comprise the equity fair values included in CAP.

  157. 2023 Pay Versus Performance Tables and Supporting Narrative

    | PEO | Year | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding ($) | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding ($) | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during FY ($) | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY ($) | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions ($) | Total Equity Adjustments Reflected in CAP ($) | | Poppe, P | 2023 | 14,764,264 | 3,214,553 | (607,748) | 0 | 0 | 17,371,069 | | | 2022 | 14,233,562 | 9,320,800 | 365,701 | 0 | 0 | 23,920,063 | | Singh, S | 2023 | 3,570,880 | 496,383 | (46,849) | 0 | 0 | 4,020,414 | | Glickman, J | 2023 | 2,403,503 | 643,033 | 0 | 0 | 0 | 3,046,537 | | Santos, M | 2023 | 3,570,880 | 912,115 | (42,421) | 0 | 0 | 4,440,573 | | Wright, A | 2023 | 0 | 0 | (47,402) | 0 | (7,762,683) | (7,810,085) | | | 2022 | 3,895,539 | 1,356,907 | (61,258) | 0 | 0 | 5,191,189 | | Average for non-PEO Corporate NEOs | 2023 | 1,745,956 | 198,870 | (49,315) | 0 | (1,387,383) | 508,128 | | | 2022 | 2,622,031 | 1,655,556 | (11,267) | 0 | 0 | 4,266,320 | | Average for non-PEO Utility NEOs | 2023 | 206,021 | 31,033 | (29,260) | 0 | (1,280,126) | (1,072,332) | | | 2022 | 1,698,074 | 731,501 | (9,227) | 0 | 0 | 2,420,348 |

  158. 2023 Pay Versus Performance Tables and Supporting Narrative

    | 2024 Joint Proxy Statement | 90 |

  159. 2023 Pay Versus Performance Tables and Supporting Narrative

    Compensation Actually Paid Versus Company Performance The following charts provide a clear, visual comparison, for each of 2023, 2022, 2021, and 2020, between SCT paid to our PEOs, CAP to our PEOs, the average SCT paid to our non-PEO NEOs, and CAP to our non-PEO NEOs, to PG&E’s TSR and the peer group’s TSR for each of those years. In addition, the charts illustrate how PG&E’s TSR compares to our PVP peer group’s TSR.

  160. 2023 Pay Versus Performance Tables and Supporting Narrative

    | 2024 Joint Proxy Statement | 91 |

  161. 2023 Pay Versus Performance Tables and Supporting Narrative

    TSR is used as a performance measure in our LTIP program, applicable to PSUs, but the peer group of companies against which LTIP TSR performance is compared and the calculation for determining the LTIP TSR performance score are different than what is shown in the above charts. Additionally, TSR has a 15 percent weighting in our LTIP and, accordingly, it has limited impact on the CAP. However, as LTIP awards make up a large portion of total compensation, it is a factor that impacts the value of outstanding and vested awards and thereby the CAP. Our company-selected measure is non-GAAP Core EPS, which accounts for 20 percent of the outcome under our STIP. Given the relatively small weight of this measure in our incentive framework, non-GAAP Core EPS has a very limited relationship with CAP. We do not use GAAP net income in our incentive plans, although it is a component of non-GAAP Core EPS. Accordingly, net income, like non-GAAP Core EPS, has a very limited relationship with CAP. While financial measures are not heavily weighted, PG&E emphasizes many quantifiable non-financial performance measures in our incentive plans, based on operational customer and safety metrics. Details of these can be found in the Compensation Discussion & Analysis. Tabular List of Company Performance Measures For the fiscal year ending December 31, 2023, non-GAAP Core EPS is the most important financial performance measure in linking CAP to PG&E Corporate and Utility’s performance and is included in the PVP tables. The other two most important measures for PVP purposes consists of the remaining financial measures identified in our Compensation Discussion & Analysis for 2023. The following table lists the collective ‘most important’ financial measures alphabetically.

  162. 2023 Pay Versus Performance Tables and Supporting Narrative

    | Tabular List of Most Important Measures | | (1) Greater affordability for customers | | (2) Non-GAAP Core EPS | | (3) Relative TSR |

  163. 2023 Pay Versus Performance Tables and Supporting Narrative

    | 2024 Joint Proxy Statement | 92 |

  164. 2023 Pay Versus Performance Tables and Supporting Narrative

    Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm for PG&E Corporation and Pacific Gas and Electric Company

  165. 2023 Pay Versus Performance Tables and Supporting Narrative

    | Board Recommendation | | What are you voting on? PG&E Corporation and the Utility each asks its respective shareholders to ratify the appointment of Deloitte & Touche LLP as that company’s independent auditor for the year ending December 31, 2024. | | | Vote "FOR" | |

  166. 2023 Pay Versus Performance Tables and Supporting Narrative

    The Audit Committees of PG&E Corporation and the Utility each has selected and appointed Deloitte & Touche LLP (Deloitte & Touche) as the independent auditor for that company to audit the consolidated financial statements as of and for the year ended December 31, 2024, and to audit the effectiveness of internal control over financial reporting as of December 31, 2024. Deloitte & Touche is a major national accounting firm with substantial expertise in the energy and utility businesses. Deloitte & Touche has served as the independent auditors for PG&E Corporation and the Utility since 1999. One or more representatives of Deloitte & Touche are expected to be present at the annual meetings. They will have the opportunity to make a statement if they wish and are expected to be available to respond to questions from shareholders. Each company’s Board believes that the appointment of Deloitte & Touche is in the best interests of that company and its shareholders. PG&E Corporation and the Utility are not required to submit these appointments to a vote of their shareholders. However, each Board believes that requesting shareholder ratification of this selection is a good corporate governance practice. If the shareholders of either PG&E Corporation or the Utility do not ratify the appointment, the applicable Audit Committee will investigate the reasons for rejection by the shareholders and will reconsider the appointment. Even if a company’s shareholders ratify the selection, the applicable Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of that company and its shareholders.

  167. 2023 Pay Versus Performance Tables and Supporting Narrative

    | REPORT OF THE AUDIT COMMITTEES The Audit Committees of PG&E Corporation and Pacific Gas and Electric Company are comprised of independent directors and operate under written charters adopted by their respective Boards. The members of the Audit Committees of PG&E Corporation and the Utility are identical. At both PG&E Corporation and the Utility, management is responsible for internal controls and the integrity of the financial reporting process. The Audit Committees reviewed and discussed the audited consolidated financial statements of PG&E Corporation and the Utility with management and the independent auditor. The Audit Committees also discussed with the independent auditor the matters that are required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. Deloitte & Touche LLP was the independent auditor for PG&E Corporation and the Utility in 2023. Deloitte & Touche LLP provided to the Committees the written disclosures and letter required by applicable requirements of the PCAOB regarding an independent auditor’s communications with an audit committee concerning independence and non-audit services, and the Audit Committees discussed with Deloitte & Touche LLP that firm’s independence. Based on the Audit Committees’ review and discussions described above, the Audit Committees recommended to the respective Boards and their delegates that the audited consolidated financial statements for PG&E Corporation and the Utility be included in the PG&E Corporation and Pacific Gas and Electric Company Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company Benjamin F. Wilson (Chair) Rajat Bahri Edward G. Cannizzaro Robert C. Flexon Arno L. Harris Carlos M. Hernandez |

  168. 2023 Pay Versus Performance Tables and Supporting Narrative

    | 2024 Joint Proxy Statement | 93 |