DEF 14A of PG&E Corp, Apr 10, 2025

DEF 14A of PG&E Corp

Filed Apr 10, 2025 · FY20240001004980-25-000073

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | Independence | | Representation | | | | | | | | Board nominees at Corporation are independent under NYSE definitions | Board nominees at Utility are independent under NYSE definitions | Board nominees at Corporation are either women or racially and ethnically diverse | Board nominees at Utility are either women or racially and ethnically diverse |

  3. Board Nominees

    Director Nominee Biographies The names of the nominees for directors of the Corporation and the Utility and certain biographical information as of March 24, 2025 are set forth below:

  4. Board Nominees

    | Rajat Bahri | Director Since | Age | Current Board Committees | | | July 2020 | 60 | •Audit •Finance and Innovation | | | Current Position Chief Financial Officer, Icertis | | | | Skills Matrix Financial Performance and Planning Technology and Cybersecurity Risk Management | 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) | | |

  5. Board Nominees

    | Cheryl F. Campbell | Director Since | Age | Current Board Committees | | | April 2019 | 65 | •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 Workforce and/or Public Safety Community Leadership | Background •Energy Industry Consultant (2019 to 2021) •Senior Vice President, Gas (2015 to 2018); President and Chief Executive Officer, West Gas Interstate Company (2012 to 2018), Xcel Energy, Inc. (Electric and natural gas utility) Experience, Skills, and Expertise Ms. Campbell has 35 years of energy experience in midstream, interstate pipelines, and utilities. At Xcel Energy, she developed industry leading gas integrity and risk management programs, and improved operating, environmental, and safety metrics. Ms. Campbell championed public safety at the national level, serving on the U.S. Department of Transportation’s Gas Pipeline Advisory Committee to provide guidance on pipeline safety regulations. She is also involved in local and industry groups that work to advance leadership development and STEM education. 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) •Gold Shovel Association (2020 to 2022) •National Underground Group (2018 to 2023) | | |

  6. Board Nominees

    | Edward G. Cannizzaro | Director Since | Age | Current Board Committees | | | February 2023 | 64 | •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 (2018 to 2022); National Managing Partner - Risk Management (2016 to 2018); Global Lead Engagement Partner (2009 to 2016), Western Area Managing Partner (2007 to 2009), KPMG (Professional services firm) Experience, Skills, and Expertise Mr. Cannizzaro brings decades of experience as a global financial executive to the Boards of the Corporation and the Utility. Over the course of his 40-year career at KPMG, he held various leadership positions in audit, risk management, and operational regulatory compliance where he advised clients in a wide range of industries, including e-commerce and financial technology. Most recently, Mr. Cannizzaro served as the Global Head of Quality, Risk and Regulatory with KPMG International where he was responsible for the design and implementation of quality controls and ethics and compliance monitoring programs across 145 countries. 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) | | |

  7. Board Nominees

    | Kerry W. Cooper | Director Since | Age | Current Board Committees | | | July 2020 | 53 | •Executive (Chair, PG&E Corporation) •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) •Vice President, Global eCommerce (2010); Chief Marketing Officer, Vice President of Marketing and Strategy (2008 to 2010), Walmart.com (Consumer goods) Experience, Skills, and Expertise Ms. Cooper, the Corporation’s Independent Board Chair, has extensive experience implementing large-scale and innovative customer programs, which is critical as the Boards oversee the Companies’ efforts to deliver a regionalized hometown experience for its customers. As the Chief Executive Officer of 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 a strong track record leading customer-focused, growth-oriented companies, and brings her knowledge and expertise from her role as an executive coach at The ExCo Group. 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 (2023 to present) •Fictiv (2023 to present) Past Board Service •Gradient (2020 to present) •TPB Acquisition Corporation Inc. (2021 to 2023) •Fernish (2020 to 2023) | | |

  8. Board Nominees

    | Leo P. Denault | Director Since | Age | Current Board Committees | | | February 2025 | 65 | •Audit •Finance and Innovation | | | Current Position Senior Advisor, ArcLight Capital Partners, LLC | | | | Skills Matrix Financial Performance and Planning Risk Management Utility Operations or Related Engineering Experience | Background •Senior Advisor, ArcLight Capital Partners, LLC (Middle market infrastructure investor) (2023 to present) •Executive Chairman, Entergy Corporation (Electric and natural gas utility) (2022 to 2023) •Chief Executive Officer, Entergy Corporation (2013 to 2022) •Executive Vice President and Chief Financial Officer, Entergy Corporation (2004 to 2013) Experience, Skills, and Expertise Mr. Denault brings decades of executive leadership experience in the energy sector with expertise in utility operations, strategic planning, and finance. Under his leadership at Entergy, Mr. Denault transformed the company into a premier utility with one of the nation's cleanest energy portfolios. Additionally, Mr. Denault brings nuclear operations experience from his time at Entergy and having previously served on the boards of directors for the Institute of Nuclear Power Operators and the World Association of Nuclear Operators Atlanta Centre. Public Company Board Service •Huntington Ingalls Incorporated (2022 to present) (Chair of the Audit Committee) Other Board Service •Alpha Generation (2024 to present) Past Public Company Board Service •Entergy Corporation (2013 to 2023) (Chair of the Board) | | |

  9. Board Nominees

    | Jessica L. Denecour | Director Since | Age | Current Board Committees | | | July 2020 | 63 | •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) | | |

  10. Board Nominees

    | Mark E. Ferguson III | Director Since | Age | Current Board Committees | | | July 2020 | 68 | •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) | | |

  11. Board Nominees

    | W. Craig Fugate | Director Since | Age | Current Board Committees | | | July 2020 | 65 | •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) •Senior Advisor, Interagency Readiness Solutions (Emergency management support) (2017 to present) •Chief Resilience Officer, One Concern (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. Public Company Board Service •Genasys (2024 to present) Other Board Service •America’s Public Television Stations (2017 to present) | | |

  12. Board Nominees

    | Arno L. Harris | Director Since | Age | Current Board Committees | | | July 2020 | 55 | •Audit •Sustainability and Governance | | | Current Position Managing Partner, AHC | | | | Skills Matrix Innovation and Technology in the Clean Energy or Utility Industry Climate Change and Climate Resilience Renewable Energy and Related Engineering Experience | Background •Managing Partner, AHC (Clean energy and transportation consulting) (2015 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 has spent the last 25 years starting and growing successful businesses in high tech, clean energy, and electric mobility. He is passionate about solving climate change through the intersection of technology, business and public policy. He advises startups and growth companies, helping them to raise capital and achieve scale. 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. 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) | | |

  13. Board Nominees

    | Carlos M. Hernandez | Director Since | Age | Current Board Committees | | | March 2022 | 70 | •Audit •Finance and Innovation | | | Recent Position Former Chief Executive Officer, Fluor Corporation | | | | Skills Matrix Risk Management Workforce and/or Public Safety Community Leadership | 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. Public Company Board Service •Granite Construction, Inc. (2024 to present) Other Board Service •Steward Health Care System (2021 to present) Past Public Company Board Service •Fluor Corporation (2019 to 2020) Past Board Service •ICA / Fluor (2016 to 2019) •NuScale Power LLC (2011 to 2019) | | |

  14. Board Nominees

    | John O. Larsen | Director Since | Age | Board Committees (expected) | | | Nominated in 2025 | 61 | •Safety and Nuclear Oversight •People and Compensation | | | Recent Position Retired Chief Executive Officer, Alliant Energy | | | | Skills Matrix Utility Operations or Related Engineering Experience Public Policy Large Scale Customer Experience | Background •Chairman of the Board and Executive Chairman (2024); Chairman and Chief Executive Officer (2023); Chairman, President, and Chief Executive Officer (2019 to 2023), Alliant Energy Corporation (Electric and natural gas utility holding company) Experience, Skills, and Expertise Mr. Larsen provides deep utility operations and large-scale customer engagement from his 36-year career at Alliant Energy, where he held key leadership positions across the regulated utility’s business sectors, including engineering, power generation, and strategic planning. During his tenure as chief executive, Mr. Larsen spearheaded Alliant Energy’s Clean Energy Blueprint, which guided the company’s investment in a sustainable and diversified electric portfolio, and more adaptable and resilient infrastructure. He is a strong advocate of fostering community vitality and serves on local and industry boards, including the Edison Electric Institute and Electric Power Research Institute. Public Company Board Service •TruStage Financial Group, Inc (2021 to present) •Alliant Energy Corporation (2019 to present) Past Public Company Board Service •American Transmission Company Management, Inc. (2019 to 2024) (Lead Director) Past Board Service •American Gas Association (2022 to 2024) (Advisory Director) •Electric Power Research Institute (2021 to 2024) •Edison Electric Institute (2019 to 2024) | | |

  15. Board Nominees

    | Patricia K. Poppe | Director Since | Age | Current Board Committee | | | January 2021 | 56 | •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. 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) Past Public Company Board Service •Whirlpool (2019 to 2024) Past Board Service •California Chamber of Commerce (2022) •American Gas Association (2016 to 2021) | | |

  16. Board Nominees

    | Sumeet Singh | Director Since | Age | Current Board Committee | | | March 2023 | 46 | •None | | | Current Position Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | | | | Skills Matrix Wildfire Safety, Preparedness, Prevention, Mitigation, Response, and Recovery Utility Operations or Related Engineering Experience Risk Management | 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 (2022 to 2023); Senior Vice President and Chief Risk Officer (2021), PG&E Corporation and the Utility •Interim President and Chief Risk Officer of the Utility and Senior Vice President and Chief Risk Officer, PG&E Corporation (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) 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) | | |

  17. Board Nominees

    | William L. Smith | Director Since | Age | Current Board Committees | | | October 2019 | 67 | •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 Financial Performance and Planning Utility Operations or Related Engineering Experience | Background •Interim Chief Executive Officer, PG&E Corporation (2020 to 2021) •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. Other Board Service •Zayo Communications (2023 to present) Past Public Company Board Service •OCLARO, Inc. (2012 to 2018) Past Board Service •Apex Global Infrastructure Services, LLC (2017 to 2024) (Chair of the Board) | | |

  18. Board Nominees

    | Benjamin F. Wilson | Director Since | Age | Current Board Committees | | | July 2020 | 73 | •Audit (Chair) •Sustainability and Governance •Executive | | | Recent Position Retired Chairman, Beveridge & Diamond P.C. | | | | Skills Matrix Workforce and/or Public Safety Climate Change and Climate Resilience Public Policy | 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) •DC Bar Foundation (2020 to present) Past Board Service •Northwestern Mutual Life Insurance Company (2008 to 2023) (Lead Director) •Environmental Law Institute (2017 to 2022) •Dartmouth College (2012 to 2020) (Chair of the Audit Committee) | | |

  19. Board Nominees

    Board Composition The composition of our Boards reflects the communities we serve. The Sustainability and Governance Committee and the Boards annually assess whether the composition of the Boards serves the needs of the companies, as part of the director refreshment process, which is described more on page 27.

  20. Board Nominees

    | | | | | | Committee Memberships | | | | | Other Public Boards | | | Independent | Diverse | Age | Tenure | A | FI | PC | SNO | SG | | | Rajat Bahri | • | • | 60 | 5 | • | • | | | | | | Cheryl F. Campbell | • | • | 65 | 6 | | | | * | • | 1 | | Edward G. Cannizzaro | • | • | 64 | 2 | • | • | | | | 1 | | Kerry W. Cooper | • | • | 53 | 5 | | • | • | | | 1 | | Leo P. Denault | • | | 65 | 0 | • | • | | | | 1 | | Jessica L. Denecour | • | • | 63 | 5 | | | • | • | * | | | Mark E. Ferguson III | • | | 68 | 5 | | | * | • | | 1 | | W. Craig Fugate | • | | 65 | 5 | | | | • | • | 1 | | Arno L. Harris | • | | 55 | 5 | • | | | | • | | | Carlos M. Hernandez | • | • | 70 | 3 | • | • | | | | 1 | | John O. Larsen | • | | 61 | 0 | | | • | • | | 2 | | Patricia K. Poppe | | • | 56 | 4 | | | | | | | | Sumeet Singh | | • | 46 | 2 | | | | | | | | William L. Smith | • | | 67 | 5 | | * | | • | | | | Benjamin F. Wilson | • | • | 73 | 5 | * | | | | • | |

  21. Board Nominees

    | A = Audit Committees | FI = Finance and Innovation Committee | PC = People and Compensation Committee | SNO = Safety, Nuclear, and Oversight Committees | SG = Sustainability and Governance Committee | * = Chair |

  22. 2024 Director Compensation

    2024 Director Compensation 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 2024.

  23. 2024 Director Compensation

    | Name | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Rajat Bahri | 120,000 | 179,992 | 0 | 0 | 299,992 | | Cheryl F. Campbell | 160,000 | 179,992 | 0 | 0 | 339,992 | | Edward G. Cannizzaro | 120,000 | 179,992 | 0 | 0 | 299,992 | | Kerry W. Cooper | 133,261 | 179,992 | 0 | 0 | 313,253 | | Jessica L. Denecour | 140,000 | 179,992 | 0 | 0 | 319,992 | | Mark E. Ferguson III | 140,000 | 179,992 | 0 | 0 | 319,992 | | Robert C. Flexon (4) | 166,848 | 279,986 | 0 | 0 | 446,834 | | W. Craig Fugate | 120,000 | 179,992 | 0 | 0 | 299,992 | | Arno L. Harris | 120,000 | 179,992 | 0 | 0 | 299,992 | | Carlos M. Hernandez | 120,000 | 179,992 | 0 | 0 | 299,992 | | Michael R. Niggli | 120,000 | 179,992 | 0 | 0 | 299,992 | | William L. Smith | 140,000 | 179,992 | 0 | 0 | 319,992 | | Benjamin F. Wilson | 150,000 | 179,992 | 0 | 0 | 329,992 |

  24. 2024 Director Compensation

    (1) Represents receipt of retainers described above under “Non-Employee Director Total 2024 Compensation Summary.” (2) Represents the grant date fair value of equity awards granted to non-employee directors of PG&E Corporation in 2024, 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 2024 Annual Meetings of Shareholders of PG&E Corporation and the Utility—except the Chair of the PG&E Corporation Board—received 9,677 RSUs with a grant date value of $179,992. The Chair of the PG&E Corporation Board received 15,053 RSUs with a grant date value of $279,986. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2024 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, 9,677 each. (3) No stock options were granted in 2024. No option awards were outstanding as of December 31, 2024. (4) Mr. Flexon resigned effective October 31, 2024. (5) Leo P. Denault did not join the Boards until February 2025 and John O. Larsen is currently standing for election to the Boards.

  25. Compensation Objectives

    | Objective | | | How we achieve this | | Pay for performance | | • | At-risk performance-based pay represents a significant proportion of total target compensation, accounting for approximately 91% of Corporation CEO target compensation and an average of 74% for other NEOs in 2024. | | | | • | 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 | | • | Annual equity-based compensation, the value of which reflects movements in our stock price, accounted for more than 75% of Corporation CEO target compensation and an average of approximately 56% for other NEOs in 2024. | | | | • | Total shareholder return relative to our Performance Comparator Group is used as a performance measure. | | Provide market competitive pay | | • | Target direct compensation is set to be competitive with comparable roles in our Pay Comparator Group. | | | | • | Our compensation structure provides for the attraction and retention of talented and experienced executives, while ensuring alignment with long-term shareholder interests. | | Comply with legal requirements | | • | Officer compensation is designed and reviewed to reflect both the letter and spirit of legal requirements. |

  26. 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 coworkers, 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 recoupment, with provisions beyond those required by the listing exchange. | | 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, and do not exceed market norms. |

  27. Supporting Information: Chapter 11 Considerations — Plan of Reorganization Order Instituting Investigation

    | 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. |

  28. Supporting Information: Chapter 11 Considerations — Plan of Reorganization Order Instituting Investigation

    | Requirement(1) | How We Achieve This(2) | | 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. Starting in 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 that reduces payouts if our relative returns lag those of other utilities. | | 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% of NEO target compensation in 2024. •Long-term incentive awards are aligned with shareholders and are performance-based through share price exposure 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 stipends in lieu of perquisites. |

  29. 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 coworker 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 and prioritizing public and coworker 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.

  30. Strategic Alignment

    | 2024 Performance Metric | Short-Term | Long-Term | Why This Matters | | Safety | | | | | Weather-normalized CPUC-reportable fire ignitions rate | l | | 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 | l | | Public safety index measure of the quality of completion of electric system inspections and vegetation management. | | Gas dig-in rate | l | | 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 incident rate | l | | Coworker safety measure of safe driving effectiveness. | | Diablo Canyon Power Plant (DCPP) reliability and safety indicator | l | | 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 | l | | Public safety measure of the results of work to mitigate the risk of large uncontrolled water release. | | Serious injury actual count | l | | Workplace measure of safety effectiveness, covering coworkers, contractors and our community. | | System hardening effectiveness | | l | Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires. | | Electric corrective maintenance in high fire risk areas (HFRA) | | l | Public safety and reliability measure assessing actions taken to reduce the risk of catastrophic wildfires. | | Customer experience | | | | | Customers experiencing multiple planned and unplanned interruptions (CEMI-5 and CEMI-10) index | l | | Customer experience measure which promotes system reliability. | | System average interruption duration index (SAIDI) | | l | Customer experience measure which promotes system reliability. |

  31. Strategic Alignment

    | 2024 Performance Metric | Short-Term | Long-Term | Why This Matters | | Financial | | | | | Non-GAAP core earnings per share | l | | Measure to promote and assess financial stability; aligns with cost efficiency; promotes customer affordability and financial stability critical to continued provision of services to customers. | | Operating cash flow | l | | Measure to drive smart investments in wildfire risk reduction for the benefit of customers; promotes responsible cash management. | | Relative total shareholder return (TSR) | | l | Measure to assess relative value created for our shareholders, provides an indirect external assessment of our performance in all other areas. |

  32. 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 People and Compensation 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. | | |

  33. Role of the People and Compensation Committee

    The core activities of the People and Compensation Committee include: • Recommending the total target compensation for the CEO of PG&E Corporation and the Utility President (or equivalent officer(s)) to the relevant Board for approval, informed by reviews of comparative data, advice from the People and Compensation Committee’s independent compensation consultants, and an assessment of individual performance, objectives, and scope of responsibilities. • 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 coworkers. • Approving compensation guidelines based on input from management for different categories of coworkers, 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.

  34. 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 • 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 | • Range of complementary incentive metrics and time horizons • Payout caps at market-typical levels • Responsible use of equity • Executive stock ownership guidelines • Clawback policies (a Dodd-Frank Act compliant policy and a broader recoupment policy) • Insider Trading Standard, including hedging and pledging provisions • Severance and change-in-control benefits • Incentive goal-setting approach | | | For 2024, 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 Committee believes the compensation programs and policies are not reasonably likely to have a material adverse effect on either PG&E Corporation or the Utility. | |

  35. Clawback

    | Element | Dodd-Frank Clawback Policy | Executive Incentive Compensation Recoupment Policy | 2012 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 and time-vesting 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 |

  36. Use of Market Data

    Use of Market Data The People and Compensation Committee maintains two peer groups: one for benchmarking pay and the other for measuring relative total shareholder return performance. Distinct groups are maintained to help ensure each is relevant for its primary purpose.

  37. 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 utility 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. |

  38. 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 2024. Two companies were removed from pay comparator group relative to 2023 due to their relative revenue scope (Ameren and WEC Energy) and one company was added given their relevance following its spin-off from Exelon (Constellation Energy). No changes were made to the performance peer group for PSU awards granted in 2024.

  39. Use of Market Data

    | Company | Pay | Performance | | AES (NYSE: AES) | l | | | Alliant Energy (NASDAQ: LNT) | | l | | Ameren (NYSE: AEE) | | l | | American Electric Power (NASDAQ: AEP) | l | l | | CenterPoint Energy (NYSE: CNP) | l | | | CMS Energy (NYSE: CMS) | | l | | Consolidated Edison (NYSE: ED) | l | l | | Constellation Energy (NASDAQ: CEG) | l | | | Dominion Energy (NYSE: D) | l | | | DTE Energy (NYSE: DTE) | l | l | | Duke Energy (NYSE: DUK) | l | l | | Edison International (NYSE: EIX) | l | l | | Entergy (NYSE: ETR) | l | | | Evergy (NASDAQ: EVRG) | | l | | Eversource Energy (NYSE: ES) | l | l | | Exelon (NASDAQ: EXC) | l | l | | FirstEnergy (NYSE: FE) | l | l | | NextEra Energy (NYSE: NEE) | l | | | NiSource (NYSE: NI) | | l | | Pinnacle West Capital (NYSE: PNW) | | l | | PPL (NYSE: PPL) | | l | | Public Service Enterprise (NYSE: PEG) | l | | | Sempra Energy (NYSE: SRE) | l | | | The Southern Company (NYSE: SO) | l | l | | WEC Energy (NYSE: WEC) | | l | | Xcel Energy (NASDAQ: XEL) | l | l |

  40. 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.

  41. 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 management associated contacts and approvers to maximize accountability and transparency.

  42. 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 base salary, set with reference to market median practices in our Pay Comparator Group. Target opportunities for NEOs ranged from 50% to 145% of actual salary earned. In respect of the company score, achieving threshold performance will earn a payout at 50% of target and achieving maximum performance will earn a payout up to 200% of target. Performance below the threshold goal results in zero payout for that metric. The individual performance modifier cannot exceed 1.2 and the overall payout cannot exceed 200% 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 2024 metrics across the same three performance areas as in 2023, with a weighting of 70% towards metrics that focus on underlying objectives tied to safety and customer, and 30% towards financial stability, which itself is inherently tied to our safety performance.

  43. Short-Term Incentives

    | Financial Stability (30%) •Non-GAAP core earnings per share •Operating cash flow Customer Experience (10%) •Customer experiencing multiple planned and unplanned interruptions (CEMI-5 + CEMI-10) index | | Safety (60%) •Weather-normalized CPUC-reportable fire ignitions rate •Quality pass rate •Gas dig-in rate •Preventable motor vehicle incident rate •DCPP reliability and safety indicator •Safe dam operating capacity •Serious injury actual count |

  44. Short-Term Incentives

    For 2024, the number of weighted metrics reduced from thirteen to ten, to simplify the design and reduce overlap, with a maintained emphasis on outcome-oriented and risk reduction metrics. • The wildfire risk reduction metric weighted at 15% in 2023 was incorporated into the fire ignition metric as a modifier to the calculation for 2024, with the weighting of that redefined metric increased from 10% to 25%. The fire ignition metric was further updated to be measured on a weather-normalized basis from 2024. This change enhances the alignment with our focus on wildfire risk reduction, by potentially reducing the outcome of that entire element of the STIP to zero in the event of certain ignitions. • The quality pass rate metric weighting was reduced from 15% to 10%, enabling an increase in the operating cash flow metric weighting from 5% to 10%. This change resulted in the aggregate weighting of financial metrics in the STIP increasing to 30%. • The number of customer-related metrics was reduced from three to one, with the aggregate weighting held constant at 10%. The two emergency response metrics were removed, in favor of increasing the focus on the customers experiencing multiple interruptions (CEMI-5 + CEMI-10) index metric. 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. • Balancing metrics to ensure they collectively drive the right behaviors. For example, an overly narrow focus on reporting might result in coworkers failing to seek appropriate medical treatment for work-related injuries in order to keep reported injury metrics low. • 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. • 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. Each metric has a clear definition with a predetermined and pre-approved calculation methodology.

  45. Short-Term Incentives

    | Metric | Definition(1) | | Weather-normalized CPUC-reportable fire ignitions rate | The rate of Distribution and Transmission ignition incidents occurring in high-risk weather conditions normalized by 100,000 circuit miles over a rolling 365-day period. The number of fire incidents is calculated using the following criteria: (i) occur within PG&E’s HFTD and HFRA; (ii) occur in high-risk weather conditions defined as meeting the criteria of Fire Potential Index (FPI) or R3, R4, R5 and R5+; and (iii) 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 electric assets, (2) something other than PG&E facilities burned, and (3) the resulting fire travelled more than one meter from the ignition point. In the event of either of the following, this metric is scored at zero: (1) Ignitions that result in fires that cause a third-party, coworker or a contract partner fatality. (2) Ignitions that result in fires that damage or destroy > 500 structures. | | Quality pass rate | Equally weighted index that tracks the quality of two core wildfire mitigation programs as measured by: (1) Percentage of System Inspection Transmission inspections that pass the Quality Assurance review. (2) Percentage of Vegetation Management Distribution trees that pass the Quality Assurance review. | | Gas dig in-rate | The number of gas dig-ins per 1,000 Underground Service Alert (USA) tickets received, excluding Pole Test and Treat tickets. 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 incident rate | 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. This measure includes company-owned, rental and personal vehicles driven for company business and is calculated as the ratio of all PMVIs*1 Million to 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. | | Serious injury actual count | A work-related incident from work at or for PG&E, including motor vehicle incidents, that results in any of the following to coworkers, 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. (2) A life-altering injury or illness that resulted in a permanent and significant loss of a major body part or organ function. The count includes the number of injuries meeting the metric definition. In the event of either of the following, this metric is scored at zero: (1) A coworker or contractor fatality, other than those associated with an ignition from our equipment. (2) A public fatality due to an asset failure (when an authorized party determines the incident resulted directly from (a) incorrect operation of equipment, (b) failure or malfunction of utility-owned equipment, or (c) failure to comply with any Commission rule or standard. | | Customers experiencing multiple planned and unplanned 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 HFRA weighted at 35%, CEMI-5 non-HFRA weighted at 25%, CEMI-10 HFRA weighted at 25% and CEMI-10 non-HFRA weighted at 15%. All are calculated as a customer count. |

  46. Short-Term Incentives

    | Metric | Definition(1) | | 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). |

  47. Short-Term Incentives

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

  48. Short-Term Incentives

    In the first quarter of 2025, the People and Compensation Committee reviewed and certified the following results for the company score versus the pre-established 2024 performance goals:

  49. Short-Term Incentives

    | Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score | | Safety | 60% | | | | | | | | Weather-normalized CPUC-reportable fire ignitions rate | 25% | 0.95 | 0.90 | 0.85 | 1.41 | 0.000 | 0.000 | | Quality pass rate | 10% | 0.50 | 1.00 | 2.00 | 2.00 | 2.000 | 0.200 | | Gas dig-in rate | 5% | 1.22 | 1.17 | 1.10 | 1.00 | 2.000 | 0.100 | | Preventable motor vehicle incident rate | 5% | 2.34 | 2.25 | 2.21 | 2.38 | 0.000 | 0.000 | | DCPP reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.0 | 2.000 | 0.100 | | Safe dam operating capacity | 5% | 97.0% | 97.5% | 97.9% | 98.0% | 2.000 | 0.100 | | Serious injury actual count | 5% | 2 | 1 | 0 | 7 | 0.000 | 0.000 | | Customer Experience | 10% | | | | | | | | CEMI-5 and CEMI-10 index(1) | 10% | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 | 0.500 | | Financial Stability | 30% | | | | | | | | Non-GAAP core earnings per share | 20% | $1.31 | $1.33 | $1.35 | $1.36 | 2.000 | 0.400 | | Operating cash flow | 10% | $7,124 | $8,382 | $9,639 | $8,035 | 0.862 | 0.086 | | 2024 Final Short-Term Incentive Plan Company Score Following Compensation Committee Discretion | | | | | | | 1.036 |

  50. Short-Term Incentives

    (1) The initial CEMI-5 and CEMI-10 index weighted score was calculated at 0.886. After certifying the STIP metrics, the Committee elected to exercise downward discretion resulting in an average reduction of 3.6% in STIP payments. 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%, subject to an overall cap of 200% when combined to the company score. Following an assessment of individual performance in 2024, IPMs of 100 to 101% were approved. The table below shows the short-term incentive compensation paid to each of the NEOs for 2024 performance:

  51. 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 | 145% | $2,030,000 | 1.036 | 100% | $2,103,080 | 103.6% | | Jason M. Glickman | 75% | $577,146 | 1.036 | 100% | $597,924 | 103.6% | | Marlene M. Santos | 90% | $842,564 | 1.036 | 100% | $872,896 | 103.6% | | Sumeet Singh | 90% | $842,564 | 1.036 | 100% | $872,896 | 103.6% | | Carolyn J. Burke | 75% | $559,609 | 1.036 | 100% | $579,755 | 103.6% | | Stephanie N. Williams | 50% | $193,359 | 1.036 | 101% | $202,324 | 104.6% | | John R. Simon | 75% | $658,636 | 1.036 | 100% | $682,347 | 103.6% | | Kaled H. Awada (4) | 75% | $514,878 | 1.036 | 100% | $533,413 | 103.6% | | Ajay Waghray | 75% | $540,969 | 1.036 | 100% | $560,444 | 103.6% |

  52. Short-Term Incentives

    | (1) Reflects the target STIP percentage effective December 31, 2024. | | (2) Reflects the actual target STIP value in effect for 2024, taking into account salary adjustments, target STIP percentage adjustments and length of service in 2024. | | (3) The 2024 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% of the base award, with a potential maximum total award at 200% of each NEO’s target opportunity. Ms. Williams received an individual performance modifier slightly above target in recognition of achievements during the year relative to her goals. | | (4) Mr. Awada became Executive Vice President and Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company effective January 16, 2024. His dollar target incentive opportunity for the year is determined using the his eligible earnings which reflect for his service in 2024. |

  53. Long-Term Incentives

    Long-Term Incentives

  54. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards Our annual LTIP awards granted solely in the form of performance-based equity are designed to measure and incentivize our success in ensuring operational continuity and coworker 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.

  55. 2024 Long-Term Incentive Awards

    | NEO | 2024 Target Long-Term Incentive (1) | PSUs | | Patricia K. Poppe | $11,500,000 | 100% | | Jason M. Glickman | $1,750,000 | 100% | | Marlene M. Santos | $3,100,000 | 100% | | Sumeet Singh | $2,600,000 | 100% | | Carolyn J. Burke | $1,800,000 | 100% | | Stephanie N. Williams | $425,000 | 100% | | John R. Simon (2) | $1,750,000 | 100% | | Kaled H. Awada (3) | $1,750,000 | 100% | | Ajay Waghray | $1,500,000 | 100% |

  56. 2024 Long-Term Incentive Awards

    | (1) The People and Compensation Committee approves target long-term incentive award values, that are converted into a number of PSUs based on the closing price of $16.60 on March 1, 2024. Approved target values differ from the grant date fair values reported in the Summary Compensation Table which are determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. | | (2) To recognize his leadership, performance, contributions and strengthen overall shareholder alignment and retention, Mr. Simon received a special award of Restricted Stock Units (RSUs) valued at $1,500,000. This was separate from his annual LTIP award and is not reflected in the 2024 Target Long-Term Incentive value figure reported above. See Additional Awards to Current Executives for additional details. | | (3) In connection with his inducement to join the Company as Executive Vice President and Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company, effective January 16, 2024, Mr. Awada also received an award of RSUs valued at $1,000,000. This was separate from his annual LTIP award and is not reflected in the 2024 Target Long-Term Incentive value figure reported above. See New Hire Awards to New Executives for additional details. |

  57. 2024 Long-Term Incentive Awards

    Performance will be measured over a three-year performance period from January 1, 2024 to December 31, 2026 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 2024 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. The performance metrics used in the 2024 PSUs were the same as the 2023 PSU awards.

  58. 2024 Long-Term Incentive Awards

    | Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | | Safety | 40% | | | | | System hardening effectiveness | 20% | 95.0% | 97.0% | 98.5% | | Electric corrective maintenance in high fire risk areas (HFRA) | 20% | N/A | 83.0% | 88.0% | | Customer Experience | 25% | | | | | System average interruption duration index (SAIDI) (1) | 25% | 289.70 | 275.90 | 262.10 | | Financial Stability | 35% | | | | | Relative total shareholder return (TSR) (2) | 35% | 25th Percentile | 50th Percentile | 90th Percentile |

  59. 2024 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 2024 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 Corp., 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. |

  60. 2024 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 2027. 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.

  61. Assessment of 2022 Long-Term Incentive Awards

    Assessment of 2022 Long-Term Incentive Awards The three-year performance period for the 2022 PSU awards concluded on December 31, 2024. The 2022 PSUs were subject to six performance metrics reflecting strategic priorities in our three core areas of customer experience, safety and financial stability. In the first quarter of 2025, the People and Compensation Committee assessed performance over the three-year performance period. Payout amounts were determined by multiplying the number of 2022 granted PSUs by the overall metric score of 118.1%. 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.

  62. Assessment of 2022 Long-Term Incentive Awards

    | Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score | | Customer Experience | 30% | | | | | | | | Customer satisfaction score | 15% | 73.0 | 76.0 | 78.5 | 66.7 | 0.000 | 0.000 | | System average interruption duration index (SAIDI) | 15% | 341.3 | 334.6 | 327.9 | 276.7 | 2.000 | 0.300 | | Safety | 40% | | | | | | | | System hardening effectiveness (risk miles) (1) | 20% | 1,226 | 1,360 | 1,411 | 1,272 | 0.672 | 0.134 | | Enhanced vegetation management effectiveness (risk miles) (1) | 20% | n/a | 1,924 | n/a | 1,924 | 1.000 | 0.200 | | Financial Stability | 30% | | | | | | | | Greater affordability for customers (millions) (1)(2) | 15% | $(150) | $(104) | $(59) | $(75) | 1.644 | 0.247 | | Relative total shareholder return (TSR) (3) | 15% | 25th Percentile | 50th Percentile | 90th Percentile | 100th Percentile | 2.000 | 0.300 | | 2022 Overall PSU Performance Score | | | | | | | 1.181 |

  63. Assessment of 2022 Long-Term Incentive Awards

    | (1) As discussed in the 2023 Proxy, PG&E submitted an amended Wildfire Mitigation Plan in early 2023 to reduce the number of system hardening miles (relative to the previously approved Wildfire Mitigation Plan) and to conclude the Enhanced Vegetation Management Plan, effective January 1, 2023. These changes were the result of significant improvements in operational risk mitigation by the Company since 2019 and the corresponding revised funding approved by the CPUC in the 2023 General Rate Case. In particular, the enhanced vegetation management targets were reviewed in recognition of the fact that the enhanced vegetation management program, although on track to exceed the 2022 target, was being phased out in favor of other wildfire risk-reduction initiatives. For this reason, the Committee certified the enhanced vegetation management target as achieved for 2022 but removed the metric from consideration for 2023 and 2024. Accordingly, the 2021 and 2022 PSU targets for system hardening, enhanced vegetation management and greater affordability for customers were adjusted and approved by the People and Compensation Committee in early 2023 (previously inadvertently disclosed as 2022) to ensure continued alignment with PG&E's regulatory commitments. Due to an administrative error in the 2023 Proxy, the targets for the 2022-2024 PSU metrics did not show the approved revisions. For the 2022 goals shown above, the original threshold, target and maximum for system hardening were 1,701, 1,790, and 1,956 risk miles, enhanced vegetation management was 5,400, 5,670, and 6,210 risk miles, and customer affordability was $(140), $(90), and $(40) million respectively. | | (2) 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. | | (3) Comparator companies comprised those listed in our 2022 Performance Comparator Group in our 2023 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. See “Use of Market Data” section on page 57 for details on peer group selection. |

  64. New Hire Awards to New Executives

    | NEO | Form of Compensation | Terms | Value of Award | | Kaled H. Awada | Cash | • Cash payment • Pro-rated amount subject to repayment if Mr. Awada voluntarily resigns prior to January 16, 2026. | $650,000 | | | RSUs | • RSUs with 50% vesting on the first anniversary of the date of grant (February 27, 2025) and 50% vesting on the second anniversary of the date of grant (i.e. February 27, 2026). | $1,000,000 |

  65. 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.

  66. 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 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 |

  67. 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 90, and “Potential Payments—Severance in Connection with Change in Control” beginning on page 90.

  68. Comparator Groups

    Comparator Groups The People and Compensation Committee reviewed and updated the Pay Comparator Group for 2025 to include more revenue-comparable peers and the Performance Comparator Group for better alignment with regulatory environments and risk profiles.

  69. Short-Term Incentive Plan

    Short-Term Incentive Plan For 2025, the design is thematically consistent with 2024, with safety and wildfire mitigation plan metrics making up 60% of the overall weight, and a continued emphasis on outcome-oriented and risk reduction metrics.

  70. Long-Term Incentive Plan

    Long-Term Incentive Plan The design of annual equity grants to executive officers (including NEOs) has been updated to better align with approaches observed in our Pay Comparator Group. Similar to the short-term incentive program, the weighting of safety metrics is the focus. The performance metrics and weightings used in 2024 will be retained in 2025. In 2025, the People and Compensation Committee will submit the 2025 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.

  71. 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). Annual LTIP awards may be granted to eligible coworkers on a date other than March 1 in certain occasions like when 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 Standard, then the actual grant date will be the first business day after the trading blackout period ends. The companies do not grant equity awards in anticipation of the release of material nonpublic information and do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

  72. Summary Compensation Table – 2024

    Summary Compensation Table – 2024 This table summarizes the principal components of compensation paid or granted during 2024 (including cash incentives earned for corporate performance in 2024 but paid in 2025). Titles are as of December 31, 2024.

  73. Summary Compensation Table – 2024

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) (2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Patricia K. Poppe (8) CEO, PG&E Corporation | 2024 | 1,400,000 | 0 | 11,723,088 | 0 | 2,103,080 | 31,770 | 566,001 | 15,823,939 | | | 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 | | Jason M. Glickman EVP, Engineering, Planning and Strategy, Pacific Gas and Electric Company | 2024 | 769,529 | 0 | 1,783,968 | 0 | 597,924 | 20,385 | 137,708 | 3,309,513 | | | 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 | | Marlene M. Santos EVP and Chief Customer Officer and Enterprise Solutions Officer, Pacific Gas and Electric Company | 2024 | 936,182 | 0 | 3,160,150 | 0 | 872,896 | 24,941 | 235,786 | 5,229,955 | | | 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 | | Sumeet Singh EVP, Operations and Chief Operating Officer, Pacific Gas and Electric Company | 2024 | 936,182 | 0 | 2,650,459 | 0 | 872,896 | 31,896 | 199,747 | 4,691,181 | | | 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 | | Carolyn J. Burke EVP and CFO, PG&E Corporation | 2024 | 746,146 | 0 | 1,834,920 | | 579,755 | 25,797 | 148,914 | 3,335,532 | | | 2023 | 580,525 | 400,000 | 2,332,176 | | 740,355 | 22,816 | 319,628 | 4,395,500 | | Stephanie N. Williams VP and Controller, PG&E Corporation and VP, CFO and Controller, Pacific Gas and Electric Company | 2024 | 386,719 | 0 | 433,254 | 0 | 202,324 | 12,656 | 61,694 | 1,096,646 | | | 2023 | 379,765 | 0 | 491,878 | 0 | 317,444 | 97,380 | 46,054 | 1,332,521 | | John R. Simon EVP, General Counsel, and Chief Ethics & Compliance Officer, PG&E Corporation | 2024 | 878,182 | 0 | 3,283,977 | 0 | 682,347 | 1,185,466 | 48,823 | 6,078,795 | | | 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 | | Kaled H. Awada (9) EVP and Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | 2024 | 686,504 | 650,000 | 2,783,980 | 0 | 533,413 | 21,540 | 226,136 | 4,901,573 | | Ajay Waghray (10) EVP and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | 2024 | 724,082 | 0 | 1,529,106 | 0 | 560,444 | 32,508 | 149,267 | 2,995,407 |

  74. Summary Compensation Table – 2024

    | (1) Salary amounts reflect actual base salary earned during the fiscal year. Amounts may differ from the annual base salary rates due to mid-year salary adjustments. | | (2) Mr. Awada received a cash sign-on award upon hire as previously described in the CD&A. | | (3) Represents the grant date fair value of PSUs and RSUs measured in accordance with FASB ASC Topic 718, without considering an estimate of forfeitures related to service-based vesting. For PSUs using safety and affordability measures, and for RSUs, grant date fair value is measured using the closing price of PG&E Corporation common stock on the grant date. Assumptions made in valuation of reported performance shares with a relative TSR measure are described in footnote 4 to the table entitled “Grants of Plan-Based Awards in 2024” on page 79. If the highest level of performance conditions were achieved, the estimated maximum grant date value of PSUs granted in 2024 would be: Ms. Poppe $23,446,175, Mr. Glickman $3,567,936, Ms. Santos $6,320,300, Mr. Singh $5,300,918, Ms. Burke $3,669,840, Ms. Williams $866,508, Mr. Simon $3,567,936, Mr. Awada $3,567,936, and Mr. Waghray $3,058,212. A portion of Mr. Awada’s stock award was granted at hire as described in the CD&A. | | (4) No stock options were granted in 2024. | | (5) Amounts represent payments received or deferred in 2025, 2024, and 2023 for achievement of corporate and organizational objectives in 2024, 2023, and 2022, respectively, under the STIP. |

  75. Summary Compensation Table – 2024

    | (6) Amounts reported for 2024 consist of (i) the change in pension value during 2024 for all NEOs (Ms. Poppe $31,770, Mr. Glickman $20,385, Ms. Santos $24,941, Mr. Singh $26,021, Ms. Burke $25,797, Ms. Williams $12,656, Mr. Simon $1,183,166, Mr. Awada $21,540, and Mr. Waghray $32,508 and (ii) the above-market earnings on compensation deferred into the PG&E Corporation Supplemental Retirement Savings Plan and invested in the AA Utility Bond Fund for Mr. Simon ($2,300) and Mr. Singh ($5,875). The AA Utility Bond Fund accrues interest based on the long-term corporate bond yield average for AA utilities reported by Moody’s Investors Service. The above-market earnings are calculated as the difference between actual earnings from the AA Utility Bond Fund investment option and hypothetical earnings that would have resulted using an interest rate equal to 120 percent of the applicable federal rate. | | (7) Amounts reported for 2024 consist of (i) perquisites and personal benefits (Ms. Poppe $146,733, Mr. Glickman $1,554, Ms. Santos $15,448, Mr. Singh $54, Ms. Burke $54, Ms. Williams $54, Mr. Simon $9,269, Mr. Awada $74,937, and Mr. Waghray $54), (ii) company contributions to defined contribution retirement plans (Ms. Poppe $419,232, Mr. Glickman $136,118, Ms. Santos $220,302, Mr. Singh $199,657, Ms. Burke $148,824, Ms. Williams $61,640, Mr. Simon $39,518, Mr. Awada $87,380, and Mr. Waghray $149,177), and (iii) tax restoration payments to reflect taxation on relocation benefits (Mr. Awada $63,818). | | (8) On November 29, 2024, Ms. Poppe entered into an amended offer letter, extending the term of her offer letter for an additional five years, through January 4, 2031, effective January 4, 2026. The amended offer letter makes no changes to Ms. Poppe’s compensation, which will continue to be subject to an annual performance evaluation and market review, as well as approval at least annually by the independent members of the Board of Directors of PG&E Corporation. | | (9) Mr. Awada was elected Executive Vice President, Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company, effective January 16, 2024. | | (10) Mr. Waghray was elected Executive Vice President and Chief Information Officer of Pacific Gas and Electric Company, effective January 1, 2024. He has served as Executive Vice President and Chief Information Officer of PG&E Corporation since July 1, 2023. |

  76. Summary Compensation Table – 2024

    The following chart provides additional information regarding certain perquisites and personal benefits that are included in the Summary Compensation Table and discussed in section (i) of footnote 6.

  77. Summary Compensation Table – 2024

    | | Fitness ($) | Executive Health ($) | Relocation Services ($) | AD&D ($) | Security ($) | Air Transportation ($) | | P. K. Poppe | | 3,600 | | 54 | 111,711 | 31,368 | | J. M. Glickman | | 1,500 | | 54 | | | | M. M. Santos | 6,179 | 9,215 | | 54 | | | | S. Singh | | | | 54 | | | | C.J. Burke | | | | 54 | | | | S. N. Williams | | | | 54 | | | | J. R. Simon | | 9,215 | | 54 | | | | K. H. Awada | | | 74,883 | 54 | | | | A. Waghray | | | | 54 | | |

  78. Summary Compensation Table – 2024

    The above perquisites and personal benefits consist of the following: •The value of reimbursements for health club fees, pursuant to a program available to certain management employees, including non-officers. Ms. Santos utilized this benefit in 2024 and was eligible for reimbursements up to 35 percent of fitness facility membership fees. •The cost of executive health services provided to executive officers. Amounts vary among officers, reflecting (i) the decisions of each individual officer regarding the specific types of tests and consultations provided, and (ii) the exact value of reimbursed expenses. •The cost to PG&E Corporation and the Utility, as applicable, for relocation assistance services, which may include moving services, payments to a third-party home sale assistance firm (which may include inspection, appraisal, and other costs related to the sale of the home, third-party service fees, etc.), mortgage subsidies, and commuting expenses during the relocation process. Recipients of relocation assistance also received tax reimbursement payments (Mr. Awada, $63,818) with respect to this benefit in accordance with a broad-based program that provides relocation benefits to all employees. Such tax restoration payments are reflected in section (iii) of footnote 7 above. •As described in the CD&A, PG&E evaluated Ms. Poppe’s specific risks, and authorized Ms. Poppe to use company-provided ground transportation for commuting purposes. These costs were determined based on the applicable driver rates and the average lease value of the vehicles used for this purpose. Additionally, the security costs include expenses related to enhanced residential security improvements deemed necessary for Ms. Poppe’s safety as a result of the security evaluation. •Ms. Poppe is authorized to utilize noncommercial aircraft for business related travel and may be accompanied by her spouse as approved by the non-executive Board Chair. PG&E calculates the aggregate incremental cost for personal use of private aircraft as any direct operating costs to PG&E attributable to the personal use, plus the cost to PG&E of any tax deduction disallowance due to the personal use. Because the leased private aircraft are used primarily for business travel, the direct operating costs would exclude the following: operating fund, monthly management fee and non-flight-specific insurance costs. The air travel policy also provides that any tax impact to Ms. Poppe due to recognition of the imputed value of private aircraft travel is not reimbursable by the companies. The executive Chair of the PG&E Corporation Board approved Ms. Poppe’s spouse accompanying her on two non-commercial aircraft flights last year that were otherwise for a designated business purpose. No amounts are reported for these flights because the companies incurred no incremental cost in connection with this use. Please see the CD&A beginning on page 45 for additional information regarding the elements of compensation discussed above, including information regarding salary, short-term incentives, and long-term incentives. Additional information regarding grants of LTIP awards can be found in the narrative following the “Grants of Plan-Based Awards in 2024” table below.

  79. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 This table provides information regarding incentive awards and other stock-based awards granted during 2024 to NEOs.

  80. Grants of Plan-Based Awards in 2024

    | | | Committee / | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | | | Board Action | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | | Name | Grant Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Patricia K. Poppe | | | 1,015,000 | 2,030,000 | 4,060,000 | 0 | 0 | 0 | 0 | 0 | | | 3/1/2024 | 2/12/2024 | | | | 225,151 | 450,302 | 900,604 | 0 | 7,475,013 | | | 3/1/2024 | 2/12/2024 | | | | 121,235 | 242,470 | 484,940 | 0 | 4,248,074 | | Jason M. Glickman | | | 288,573 | 577,146 | 1,154,293 | 0 | 0 | 0 | 0 | | | | 3/1/2024 | 2/12/2024 | | | | 34,263 | 68,525 | 137,050 | 0 | 1,137,515 | | | 3/1/2024 | 2/12/2024 | | | | 18,449 | 36,898 | 73,796 | 0 | 646,453 | | Marlene M. Santos | | | 421,282 | 842,564 | 1,685,127 | 0 | 0 | 0 | 0 | | | | 3/1/2024 | 2/12/2024 | | | | 60,693 | 121,386 | 242,772 | 0 | 2,015,008 | | | 3/1/2024 | 2/12/2024 | | | | 32,681 | 65,362 | 130,724 | 0 | 1,145,142 | | Sumeet Singh | | | 421,282 | 842,564 | 1,685,128 | 0 | 0 | 0 | 0 | | | | 3/1/2024 | 2/12/2024 | | | | 50,904 | 101,808 | 203,616 | 0 | 1,690,013 | | | 3/1/2024 | 2/12/2024 | | | | 27,410 | 54,820 | 109,640 | 0 | 960,446 | | Carolyn J. Burke | | | 279,805 | 559,609 | 1,119,219 | 0 | 0 | 0 | 0 | | | | 3/1/2024 | 2/12/2024 | | | | 35,241 | 70,482 | 140,964 | 0 | 1,170,001 | | | 3/1/2024 | 2/12/2024 | | | | 18,976 | 37,952 | 75,904 | 0 | 664,919 | | Stephanie N. Williams | | | 96,680 | 193,359 | 386,719 | 0 | 0 | 0 | 0 | | | | 3/1/2024 | 2/12/2024 | | | | 8,321 | 16,642 | 33,284 | 0 | 276,257 | | | 3/1/2024 | 2/12/2024 | | | | 4,481 | 8,961 | 17,922 | 0 | 156,997 | | John R. Simon | | | 329,318 | 658,636 | 1,317,272 | 0 | 0 | 0 | 0 | | | | 3/1/2024 | 2/12/2024 | | | | 0 | 0 | 0 | 90,362 | 1,500,009 | | | 3/1/2024 | 2/12/2024 | | | | 34,263 | 68,525 | 137,050 | 0 | 1,137,515 | | | 3/1/2024 | 2/12/2024 | | | | 18,449 | 36,898 | 73,796 | 0 | 646,453 | | Kaled H. Awada | | | 257,439 | 514,878 | 1,029,755 | 0 | 0 | 0 | 0 | 0 | | | 2/27/2024 | 12/12/2023 | | | | 0 | 0 | 0 | 60,278 | 1,000,012 | | | 3/1/2024 | 2/12/2024 | | | | 34,263 | 68,525 | 137,050 | 0 | 1,137,515 | | | 3/1/2024 | 2/12/2024 | | | | 18,449 | 36,898 | 73,796 | 0 | 646,453 | | Ajay Waghray | | | 270,484 | 540,969 | 1,081,937 | 0 | 0 | 0 | 0 | 0 | | | 3/1/2024 | 2/12/2024 | | | | 29,368 | 58,735 | 117,470 | 0 | 975,001 | | | 3/1/2024 | 2/12/2024 | | | | 15,814 | 31,627 | 63,254 | 0 | 554,105 |

  81. Grants of Plan-Based Awards in 2024

    | (1) Compensation opportunity granted for 2024 under the STIP. Actual amounts earned are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. Threshold equals a 0.5 times target. Maximum equals 2.0 times target. | | (2) Represents PSUs granted in 2024 under the 2021 LTIP. Threshold equals 0.5 times target. Maximum equals 2.0 times target for PSUs. |

  82. Grants of Plan-Based Awards in 2024

    | (3) Represents RSUs granted in 2024 under the 2021 LTIP. For Mr. Simon and Mr. Awada, includes RSUs received as a one-time recognition award and new hire sign-on award in 2024 respectively. | | (4) For PSUs with operational measures, the number and fair value of awards are measured at the grant date using the PG&E Corporation stock price which was $16.60 on March 1, 2024. For PSUs with a relative TSR measure, the number of awards is calculated at the grant date using the PG&E stock price which was $16.60 on March 1, 2024, and the fair value of awards are measured at the grant date using a Monte Carlo simulation valuation model. The model assumes that performance conditions are probable of being achieved, applies a risk-free interest rate meant to equal the expected yield on a U.S. 3 Year Treasury Note, and uses historical common stock volatilities from the Company and from peer companies for the 36-month period preceding the grant date. The assumed per-share value on March 1, 2024, was $17.52. |

  83. Grants of Plan-Based Awards in 2024

    The material terms of compensation reported in the tables entitled “Summary Compensation Table” on page 75 and “Grants of Plan-Based Awards” on page 81, including the relative amounts apportioned to different elements of compensation and any applicable performance conditions, can be found in the CD&A. Information regarding specific grants and arrangements is provided below.

  84. Outstanding Equity Awards at Fiscal Year End – 2024

    Outstanding Equity Awards at Fiscal Year End – 2024 This table provides additional information regarding performance shares, stock options, and RSUs that were held as of December 31, 2024, by the NEOs, including awards granted prior to 2024. Any awards described below that were granted in 2024 also are reflected in the “Grants of Plan-Based Awards” table on page 82.

  85. Outstanding Equity Awards at Fiscal Year End – 2024

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Right That Have Not Vested ($)(4) | | P. K. Poppe | 0 | 0 | 0 | 0 | 950,044 | 19,171,888 | 1,381,436 | 37,634,449 | | J. M. Glickman | 0 | 0 | 0 | 0 | 175,012 | 3,531,742 | 217,532 | 5,926,220 | | M. M. Santos | 0 | 0 | 0 | 0 | 260,014 | 5,247,083 | 353,308 | 9,625,174 | | S. Singh | 0 | 0 | 0 | 0 | 175,012 | 3,531,742 | 323,188 | 8,804,615 | | C. J. Burke | 0 | 0 | 0 | 0 | 12,377 | 249,768 | 219,823 | 5,988,637 | | S. N. Williams | 2,738 | 0 | 41.26 | 3/1/2028 | 25,132 | 507,164 | 54,432 | 1,482,887 | | J. R. Simon | 43,989 | 0 | 41.26 | 3/1/2028 | 265,374 | 5,355,247 | 217,532 | 5,926,220 | | K. H. Awada | 0 | 0 | 0 | 0 | 60,278 | 1,216,410 | 105,423 | 2,872,038 | | A. Waghray | 0 | 0 | 0 | 0 | 85,007 | 1,715,441 | 154,426 | 4,207,026 |

  86. Outstanding Equity Awards at Fiscal Year End – 2024

    | (1) Consists of unexercised stock options from awards granted in 2018. | | (2) As of December 31, 2024, no unvested stock options were outstanding. | | (3) Consists of unvested RSUs and unvested PSUs granted in 2022 for which the performance period ended on December 31, 2024. Earned, but not vested PSUs are shown in the table below as Earned PSUs. See the CD&A for additional details regarding awards granted in 2024. | | (4) Market value is based upon the $20.18 closing price of PG&E Corporation common stock on December 31, 2024. |

  87. Outstanding Equity Awards at Fiscal Year End – 2024

    | (5) Consists of unvested PSUs granted in 2023 and 2024. Consistent with SEC rules, the number of shares is presented assuming target performance for 2023 awards using operational measures and maximum performance for 2023 awards using measures based on TSR, and assuming target performance for 2024 awards using operational measures and maximum performance for 2024 awards using measures based on TSR. The numbers reported in this column reflect adjustments to the number of PSUs awarded for 2023 and 2024 to reflect changes in the Monte Carlo simulation values for relative TSR. See the CD&A and Grant of Plan-Based Awards table for additional details regarding awards granted in 2024. | | (6) Disclosed below is the vesting schedule for each of the RSU awards described above. | | (7) Disclosed below is the vesting schedule for each of the earned, but not vested PSUs, and the unearned PSU awards described above. |

  88. Outstanding Equity Awards at Fiscal Year End – 2024 (Continued)

    Outstanding Equity Awards at Fiscal Year End – 2024 (Continued)

  89. Outstanding Equity Awards at Fiscal Year End – 2024 (Continued)

    | Name | Award Date | Award Type | Vesting Schedule | Units # | Total | | Carolyn J. Burke | 3/16/2023 | RSU | 3/16/2025 | 12,377 | 12,377 | | Stephanie N. Williams | 3/1/2022 | RSU | 3/1/2025 | 4,130 | 4,130 | | John R. Simon | 3/1/2024 | RSU | 3/1/2025 | 18,072 | | | | 3/1/2024 | RSU | 3/1/2026 | 36,145 | | | | 3/1/2024 | RSU | 3/1/2027 | 36,145 | 90,362 | | Kaled H. Awada | 2/27/2024 | RSU | 2/27/2025 | 30,139 | | | | 2/27/2024 | RSU | 2/27/2026 | 30,139 | 60,278 | | Patricia K. Poppe | 3/1/2022 | Earned PSU | 3/1/2025 | 950,044 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 688,664 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 692,772 | 2,331,480 | | Jason M. Glickman | 3/1/2022 | Earned PSU | 3/1/2025 | 175,012 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 112,109 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 105,423 | 392,544 | | Marlene M. Santos | 3/1/2022 | Earned PSU | 3/1/2025 | 260,014 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 166,560 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 186,748 | 613,322 | | Sumeet Singh | 3/1/2022 | Earned PSU | 3/1/2025 | 175,012 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 166,560 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 156,628 | 498,200 | | Carolyn J. Burke | 3/16/2023 | Unearned PSU | 3/16/2026 | 111,389 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 108,434 | 219,823 | | Stephanie N. Williams | 3/1/2022 | Earned PSU | 3/1/2025 | 21,002 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 28,829 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 25,603 | 75,434 | | John R. Simon | 3/1/2022 | Earned PSU | 3/1/2025 | 175,012 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 112,109 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 105,423 | 392,544 | | Kaled H. Awada | 3/1/2024 | Unearned PSU | 3/1/2027 | 105,423 | 105,423 | | Ajay Waghray | 3/1/2022 | Earned PSU | 3/1/2025 | 85,007 | | | | 3/1/2023 | Unearned PSU | 3/1/2026 | 64,064 | | | | 3/1/2024 | Unearned PSU | 3/1/2027 | 90,362 | 239,433 |

  90. Option Exercises and Stock Vested during 2024

    Option Exercises and Stock Vested during 2024 This table provides additional information regarding the amounts received during 2024 by NEOs upon vesting or transfer of restricted stock and other stock-based awards.

  91. Option Exercises and Stock Vested during 2024

    | | Option Awards (2) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | P. K. Poppe | 0 | 0 | 659,879 | 10,960,590 | | J. M. Glickman | 0 | 0 | 152,401 | 2,674,638 | | M. M. Santos | 0 | 0 | 213,949 | 3,478,811 | | S. Singh | 0 | 0 | 51,012 | 847,309 | | C. J. Burke | 0 | 0 | 12,376 | 201,234 | | S. N. Williams | 0 | 0 | 23,781 | 395,002 | | J. R. Simon | 0 | 0 | 124,843 | 2,073,642 | | K. H. Awada | 0 | 0 | 0 | 0 | | A. Waghray | 0 | 0 | 51,012 | 847,309 |

  92. Option Exercises and Stock Vested during 2024

    | (1) Reflects stock awards that vested on March 1, 2024, March 15, 2024 and March 16, 2024 which were $16.60, $16.25 and $16.25 respectively. Starting in May 2024, PG&E began valuing vested stock awards using the closing stock price on the day before the vesting date. Stock awards that vested on May 3, 2024, were valued based on the closing stock price on May 2, 2024 which was $17.53. It also includes the value of dividends upon vesting. Aggregate dollar amount realized upon vesting was computed by multiplying the number of shares of stock by the market value of the underlying shares on the applicable vesting date. | | (2) None of the NEOs exercised stock options during 2024. |

  93. Pension Benefits – 2024

    Pension Benefits – 2024 This table provides information for each NEO relating to accumulated benefits as of December 31, 2024, under any plan that provides for payments or other benefits at, after, or relating to retirement.

  94. Pension Benefits – 2024

    | 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 | 3.99 | 96,955 | 0 | | J. M. Glickman | Pacific Gas and Electric Company Retirement Plan | 3.66 | 67,141 | 0 | | M. M. Santos | Pacific Gas and Electric Company Retirement Plan | 3.80 | 107,578 | 0 | | S. Singh | Pacific Gas and Electric Company Retirement Plan | 22.64 | 845,745 | 0 | | C.J. Burke | Pacific Gas and Electric Company Retirement Plan | 1.80 | 48,613 | 0 | | S. N. Williams | Pacific Gas and Electric Company Retirement Plan | 14.36 | 415,653 | 0 | | J. R. Simon | Pacific Gas and Electric Company Retirement Plan | 17.71 | 3,274,520 | 0 | | J. R. Simon | PG&E Corporation Supplemental Executive Retirement Plan | 17.71 | 2,572,575 | 0 | | Kaled H. Awada | Pacific Gas and Electric Company Retirement Plan | 0.96 | 21,540 | 0 | | Ajay Waghray | Pacific Gas and Electric Company Retirement Plan | 4.28 | 123,726 | 0 |

  95. Pension Benefits – 2024

    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, 2024, 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 PRI-2012 “Employees” mortality table was used without collar or amount adjustments. Rates were projected on a generational basis using MP-2021. Interest discount rates of 5.76 percent and 5.59 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. For 2024, 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—2024” below and the accompanying narrative for additional DC-ESRP details. At December 31, 2024, Mr. Simon was eligible for early retirement under the Retirement Plan and the SERP. If Mr. Simon had retired on December 31, 2024, his benefit under both plans would have been subject to an early retirement reduction of 6 percent.

  96. Non-Qualified Deferred Compensation – 2024

    Non-Qualified Deferred Compensation – 2024 This table provides information for 2024 for each NEO regarding such individual’s accounts in non-qualified defined contribution plans and other deferred compensation plans as of December 31, 2024. The table presents balances from both the PG&E Corporation Supplemental Retirement Savings Plan for deferrals made prior to January 1, 2005, and the PG&E Corporation 2005 Supplemental Retirement Savings Plan (together, the SRSP Plans) for deferrals made on and after January 1, 2005, and from the PG&E Corporation DC-ESRP. The below descriptions pertain to 2024.

  97. Non-Qualified Deferred Compensation – 2024

    | Name | Plan | Executive Contributions in Last FY($)(1) | Registrant Contributions in Last FY($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distribution ($) | Aggregate Balance at Last FYE($)(4) | | P. K. Poppe | SRSP Plan | 504,000 | 70,560 | 60,380 | 0 | 857,937 | | | DC-ESRP | 0 | 339,712 | 116,533 | 0 | 1,061,259 | | J. M. Glickman | SRSP Plan | 0 | 9,552 | 4,096 | 0 | 47,636 | | | DC-ESRP | 0 | 120,205 | 32,722 | 0 | 370,511 | | M. M. Santos | SRSP Plan | 0 | 47,093 | 10,591 | 0 | 182,540 | | | DC-ESRP | 0 | 164,131 | 56,307 | 0 | 525,169 | | S. Singh | SRSP Plan | 0 | 28,325 | 6,913 | 0 | 93,758 | | | DC-ESRP | 0 | 157,529 | 32,044 | 0 | 680,082 | | C. J. Burke | SRSP Plan | 0 | 27,519 | 1,422 | 0 | 43,972 | | | DC-ESRP | 0 | 104,055 | 9,006 | 0 | 153,890 | | S. N. Williams | SRSP Plan | 0 | 1,530 | 211 | 0 | 3,536 | | | DC-ESRP | 0 | 49,291 | 20,111 | 0 | 215,330 | | J. R. Simon | SRSP Plan | 0 | 24,437 | 178,986 | 0 | 2,533,389 | | | DC-ESRP | 0 | 0 | 0 | 0 | 0 | | K. H. Awada | SRSP Plan | 0 | 22,162 | 0 | 0 | 22,162 | | | DC-ESRP | 0 | 48,055 | 1,602 | 0 | 49,657 | | A. Waghray | SRSP Plan | 0 | 22,384 | 5,557 | 0 | 93,394 | | | DC-ESRP | 0 | 105,900 | 23,546 | 0 | 346,944 |

  98. Non-Qualified Deferred Compensation – 2024

    | (1) Represents contributions made in 2024. | | (2) The amounts shown were earned and reported for 2024 as compensation in the Summary Compensation Table. | | (3) Represents earnings from the SRSP Plans and the DC-ESRP described below. Includes the following amounts that were reported for 2024 as compensation in the Summary Compensation Table: Mr. Simon $2,300 and Mr. Singh $5,875. | | (4) Includes the following amounts that were reported as compensation in the Summary Compensation Table for 2024and prior years: Ms. Poppe (SRSP Plans) $287,017, Ms. Poppe (DC-ESRP) $887,911 Mr. Glickman (SRSP Plans) $41,202, Mr. Glickman (DC-ESRP) $317,830, Ms. Santos (SRSP Plans) $169,327, Ms. Santos (DC-ESRP) $438,764, Mr. Singh (SRSP Plans) $99,577, Mr. Singh (DC-ESRP) $326,547, Ms. Burke (SRSP Plans) $42,550, Ms. Burke (DC-ESRP) $142,118, Ms. Williams (SRSP Plans) $2,520, Ms. Williams (DC-ESRP) $86,877, Mr. Simon (SRSP Plans) $2,113,074, Mr. Awada (SRSP Plans) $22,162, Mr. Awada (DC-ESRP) $48,055, Mr. Waghray (SRSP Plans) $22,384 and Mr. Waghray (DC-ESRP) $105,900. |

  99. Non-Qualified Deferred Compensation – 2024

    Under the SRSP Plans, officers may defer up to 75 percent of their base salary, and all or part of their STIP payment, and PSU award if settled in cash. PG&E Corporation also will contribute an amount equal to any employer contributions due under the 401(k) plan that were not made due to limitations under Internal Revenue Code Sections 401(m), 401(a)(17), or 415. Under the SRSP Plans, officers may elect deferrals to be distributed in 1 to 10 installments commencing in January of the year following termination of employment. For deferrals made in 2005 and thereafter, distributions may commence seven months after termination of employment or in January of a year specified by the officer. Earlier distributions may be made in the case of an officer’s death. The plan administrator may, in its discretion, permit earlier withdrawals as requested by participants to meet unforeseen emergencies. Under the DC-ESRP, each time salary or STIP is paid, PG&E Corporation credits the participant’s account with an amount equal to 7 percent of the payment. Benefits vest after three years of cumulative service with the companies, and benefits are paid in a single lump sum upon the officer’s separation from service commencing as soon as reasonably practicable, following a date seven months after the separation from service. Officers may also elect deferrals to be distributed in 2 to 10 equal annual installments. Earlier distributions may be made in the case of an officer’s death. Earnings on amounts in participant accounts under the SRSP Plans and the DC-ESRP are calculated based on the performance of the following funds available in the 401(k) plan:

  100. Non-Qualified Deferred Compensation – 2024

    | Fund Name | 2024 Return(%) | | Bond Index Fund | 1.36% | | International Stock Index Fund | 4.67% | | Large Company Stock Index Fund | 25.00% | | Money Market Investment Fund | 5.30% | | Retirement Income Fund | 6.93% | | Small Company Stock Index Fund | 17.12% | | Target Date Fund 2020 | 7.16% | | Target Date Fund 2025 | 8.64% | | Target Date Fund 2030 | 10.01% | | Target Date Fund 2035 | 10.68% | | Target Date Fund 2040 | 11.43% | | Target Date Fund 2045 | 12.05% | | Target Date Fund 2050 | 12.63% | | Target Date Fund 2055 | 12.77% | | Target Date Fund 2060 | 12.78% | | Target Date Fund 2065 | 12.79% | | U.S. Government Bond Index Fund | 2.51% |

  101. Non-Qualified Deferred Compensation – 2024

    Other available measures are the PG&E Corporation Phantom Stock Fund, which mirrors an investment in PG&E Corporation common stock (2024 return of 12.15 percent), and the AA Utility Bond Fund. The AA Utility Bond Fund accrues interest based on the long-term corporate bond yield average for AA utilities reported by Moody’s Investors Service (yields reported during 2024 ranged from 5.11 percent to 5.79 percent). Pre-2005 deferrals under the SRSP Plans are limited to the Large Company Stock Index Fund, the PG&E Corporation Phantom Stock Fund, and the AA Utility Bond Fund. In general, the earnings measures are selected by the officer for the SRSP Plans and independent from such selections in the 401(k) plan, and may be reallocated subject to restrictions imposed by regulations of the SEC. However, deferrals of Special Incentive Stock Ownership Premiums received under the prior Executive Stock Ownership Program before December 31, 2013, may only be invested in the PG&E Corporation Phantom Stock Fund and may not be reallocated.

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

    Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability The NEOs are eligible to receive certain benefits upon termination, or when a Change in Control (as defined in the Officer Severance Policy) occurs and either (1) the officer’s employment is terminated (including constructive termination by the officer for good reason) in connection with the Change in Control, or (2) the acquiring company does not continue or assume outstanding LTIP awards or substitute the LTIP awards with substantially equivalent awards. The following table estimates potential payments for each NEO as if, effective December 31, 2024, that individual’s employment was terminated or an acquiror did not assume, continue, or grant substitute awards for LTIP awards previously granted by PG&E Corporation or the Utility. Estimates assume that the value of any stock-based compensation received was $20.18 per share, which was the closing price of PG&E Corporation common stock on December 31, 2024. The table generally excludes (1) payments for services already rendered (such as unpaid and earned salary), which would be due to the NEO even if the individual had remained employed with the companies, (2) post-retirement benefits that would be available to employees generally, and (3) any deferred compensation that was previously earned but would become payable due to the termination (these deferred amounts are reflected in the table entitled “Non-Qualified Deferred Compensation” on page 82). The value of actual cash and equity received on or shortly after December 31, 2024, would be less than the “total” amount listed below because (1) pension benefits are paid over time in the form of a life annuity, and (2) stock awards reflected in the table will be payable only after vesting, which may occur in subsequent years.

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

    | Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Disability ($) | Death ($) | Change in Control ($) | | Patricia K. Poppe | | | | | | | | Value of Accumulated Pension Benefits | 97,581 | 97,581 | 97,581 | 97,581 | 97,581 | 97,581 | | Value of Stock Awards Vesting | - | - | 30,574,420 | 44,550,252 | 44,550,252 | 44,550,252 | | Severance Payment | - | - | 6,860,000 | - | - | 10,290,000 | | Short-Term Incentive Plan Award | 2,103,080 | - | 2,103,080 | 2,103,080 | 2,103,080 | 2,030,000 | | Health Care Insurance | - | - | 41,584 | - | - | 41,584 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 2,200,661 | 97,581 | 39,696,165 | 46,750,913 | 46,750,913 | 57,028,917 | | Jason M. Glickman | | | | | | | | Value of Accumulated Pension Benefits | 67,141 | 67,141 | 67,141 | 67,141 | 80,684 | 67,141 | | Value of Stock Awards Vesting | - | - | 5,283,503 | 7,459,006 | 7,459,006 | 7,459,006 | | Severance Payment | - | - | 1,354,308 | - | - | 2,708,616 | | Short-Term Incentive Plan Award | 597,924 | - | 597,924 | 597,924 | 597,924 | 580,418 | | Health Care Insurance | - | - | 57,427 | - | - | 57,427 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 665,065 | 67,141 | 7,379,802 | 8,124,070 | 8,137,613 | 10,892,107 | | Marlene M. Santos | | | | | | | | Value of Accumulated Pension Benefits | 107,578 | 107,578 | 107,578 | 107,578 | 107,578 | 107,578 | | Value of Stock Awards Vesting | - | - | 8,051,062 | 11,691,321 | 11,691,321 | 11,691,321 | | Severance Payment | - | - | 1,789,525 | - | - | 3,579,051 | | Short-Term Incentive Plan Award | 872,896 | - | 872,896 | 872,896 | 872,896 | 847,670 |

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

    | Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Disability ($) | Death ($) | Change in Control ($) | | Health Care Insurance | - | - | 41,584 | - | - | 41,584 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 980,474 | 107,578 | 10,882,145 | 12,671,794 | 12,671,794 | 16,286,703 | | Sumeet Singh | | | | | | | | Value of Accumulated Pension Benefits | 819,064 | 819,064 | 819,064 | 819,064 | 581,976 | 819,064 | | Value of Stock Awards Vesting | - | - | 6,365,343 | 9,597,499 | 9,597,499 | 9,597,499 | | Severance Payment | - | - | 1,789,526 | - | - | 3,579,053 | | Short-Term Incentive Plan Award | 872,896 | - | 872,896 | 872,896 | 872,896 | 847,670 | | Health Care Insurance | - | - | 57,427 | - | - | 57,427 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 1,691,960 | 819,064 | 9,923,756 | 11,289,459 | 11,052,371 | 14,920,213 | | Carolyn J. Burke | | | | | | | | Value of Accumulated Pension Benefits | 48,290 | 48,290 | 48,290 | 48,290 | 48,290 | 48,290 | | Value of Stock Awards Vesting | - | - | 2,488,303 | 4,699,805 | 4,699,805 | 4,699,805 | | Severance Payment | - | - | 1,313,156 | - | - | 2,626,313 | | Short-Term Incentive Plan Award | 579,755 | - | 579,755 | 579,755 | 579,755 | 562,781 | | Health Care Insurance | - | - | 19,801 | - | - | 19,801 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 628,045 | 48,290 | 4,468,806 | 5,327,850 | 5,327,850 | 7,976,490 | | Stephanie N. Williams | | | | | | | | Value of Accumulated Pension Benefits | 405,955 | 405,955 | 405,955 | 405,955 | 190,500 | 405,955 | | Value of Stock Awards Vesting | - | - | 1,013,071 | 1,552,090 | 1,552,090 | 1,552,090 | | Severance Payment | - | - | 583,594 | - | - | 583,594 | | Short-Term Incentive Plan Award | 202,324 | - | 202,324 | 202,324 | 202,324 | 194,531 | | Health Care Insurance | - | - | 57,427 | - | - | 57,427 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 608,279 | 405,955 | 2,281,870 | 2,160,369 | 1,944,914 | 2,813,097 | | John R. Simon | | | | | | | | Value of Accumulated Pension Benefits | 6,081,646 | 6,081,646 | 6,081,646 | 6,081,646 | 3,332,855 | 6,081,646 | | Value of Stock Awards Vesting | 5,283,503 | - | 5,649,190 | 9,287,481 | 9,287,481 | 9,287,481 | | Severance Payment | - | - | 1,546,132 | - | - | 3,092,264 |

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

    | Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Disability ($) | Death ($) | Change in Control ($) | | Short-Term Incentive Plan Award | 682,347 | - | 682,347 | 682,347 | 682,347 | 662,628 | | Health Care Insurance | - | - | 41,584 | - | - | 41,584 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Payment in Lieu of Post-Retirements Life Insurance | 323,076 | 323,076 | 323,076 | - | - | 323,076 | | Total | 12,370,572 | 6,404,722 | 14,343,474 | 16,051,474 | 13,302,683 | 19,508,178 | | Kaled H. Awada | | | | | | | | Value of Accumulated Pension Benefits | 21,540 | 21,540 | 21,540 | 21,540 | 24,150 | 21,540 | | Value of Stock Awards Vesting | - | - | 1,314,700 | 3,352,960 | 3,352,960 | 3,352,960 | | Severance Payment | - | - | 1,251,250 | - | - | 2,502,500 | | Short-Term Incentive Plan Award | 533,413 | - | 533,413 | 533,413 | 533,413 | 536,250 | | Health Care Insurance | - | - | 57,427 | - | - | 57,427 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 554,953 | 21,540 | 3,197,830 | 3,907,913 | 3,910,523 | 6,490,177 | | Ajay Waghray | | | | | | | | Value of Accumulated Pension Benefits | 120,981 | 120,981 | 120,981 | 120,981 | 120,981 | 120,981 | | Value of Stock Awards Vesting | - | - | 2,958,633 | 4,609,895 | 4,609,895 | 4,609,895 | | Severance Payment | - | - | 1,269,713 | - | - | 2,539,425 | | Short-Term Incentive Plan Award | 560,444 | - | 560,444 | 560,444 | 560,444 | 544,163 | | Health Care Insurance | - | - | 41,584 | - | - | 41,584 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 681,425 | 120,981 | 4,970,854 | 5,291,320 | 5,291,320 | 7,875,547 |

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

    (1) Payments made in connection with a Change in Control may require shareholder approval, pursuant to the PG&E Corporation Golden Parachute Restriction Policy, discussed below. If excise taxes are levied in connection with Internal Revenue Code Section 4999, the aggregate benefits shown may be reduced to a level that does not trigger the excise tax, but only if doing so would be more beneficial to the officer on an after-tax basis. (2) Reflects the value of outstanding equity awards for which vesting is continued or accelerated due to the termination event. Unearned PSUs granted in 2023 and 2024 are included assuming a target payout (100 percent). (3) Assumes 2024 STIP performance scores as determined by the Boards of PG&E Corporation and the Utility and the People and Compensation Committee as disclosed in the CD&A. The following describes post-service payment arrangements effective as of December 31, 2024, and does not address changes that will apply after January 1, 2025.

  107. 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 81. 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.

  108. Potential Payments – Resignation/Retirement

    Potential Payments – Resignation/Retirement

  109. 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, as amended from time to time, 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.

  110. 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. • 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, 2024.

  111. 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.

  112. Potential Payments – Termination Due to Death or Disability

    Potential Payments – Termination Due to Death or Disability

  113. Principal Executive Officers’ (PEO) Pay Ratio – 2024

    Principal Executive Officers’ (PEO) Pay Ratio – 2024 The PG&E Corporation PEO’s 2024 total compensation was $15,823,939. The total compensation of the median employee was $181,643. The ratio of PEO pay to median worker pay for PG&E Corporation was 87:1. The Utility PEO’s 2024 total compensation was $4,410,216. The total compensation of the median employee was $181,643. The ratio of PEO pay to median worker pay for the Utility was 24:1. December 31, 2024 was selected as the date to identify the “median employee.” Medicare wages from tax records were utilized to identify the “median employee.” At that time, of the companies’ total of approximately 28,000 employees, an insignificant number (10) were employed by PG&E Corporation, so the same employee was used as the “median employee” for both PG&E Corporation and the Utility. After identifying the median employee, all the elements of compensation, including cash compensation and change in pension value, for 2024 were combined in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K. As of December 31, 2024, Ms. Poppe was PEO of PG&E Corporation. As of December 31, 2024, Mr. Glickman, Ms. Santos, and Mr. Singh were PEOs of the Utility. The calculated Utility PEO total compensation is an average of the annual total compensation amounts for the three PEOs as of December 31, 2024. Mr. Glickman, Ms. Santos and Mr. Singh served as PEO of the Utility for the entirety of 2024. Their compensation is reflected in the Summary Compensation Table. These ratios are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

  114. 2024 Pay Versus Performance Tables and Supporting Narrative

    2024 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.

  115. Pay Versus Performance Tables (PVP)

    Pay Versus Performance Tables (PVP)

  116. Pay Versus Performance Tables (PVP)

    | 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) | | 2024 | 15,823,939 | 21,556,432 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 4,707,164 | 5,191,697 | 186 | 131 | 2,475 | 1.36 | | 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 | 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(6) | 51,235,000 | 55,442,358 | 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 |

  117. Pay Versus Performance Tables (PVP)

    | 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) | | 2024 | 4,691,181 | 6,022,186 | Not an NEO | Not an NEO | Not an NEO | Not an NEO | 3,309,513 | 4,353,133 | 5,229,955 | 6,608,250 | Not an NEO | Not an NEO | 2,997,875 | 3,453,143 | 186 | 131 | 2,475 | 1.36 | | 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 | 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 |

  118. Pay Versus Performance Tables (PVP)

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

  119. Pay Versus Performance Tables (PVP)

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

  120. Pay Versus Performance Tables (PVP)

    | Year | Corporate PEOs | Utility PEOs | Corporate Non-PEO NEOs | Utility Non-PEO NEOs | | 2024 | #1 - Patricia K. Poppe | #4 - Jason M. Glickman | Carolyn J. Burke | Stephanie N. Williams | | | | #5 - Marlene M. Santos | John R. Simon | Kaled H. Awada | | | | #1 - Sumeet Singh | | Ajay Waghray | | 2023 | #1 - Patricia K. Poppe | #4 - Jason M. Glickman | Carolyn J. Burke | Stephanie N. 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 | |

  121. Pay Versus Performance Tables (PVP)

    (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) Due to an administrative error in the 2022 Annual Proxy Statement, which omitted a portion of Ms. Poppe’s relocation costs, Ms. Poppe’s “All Other Compensation” was previously reported as $573,050. Ms. Poppe’s “All Other Compensation” total and SCT total and have been corrected to $609,579 and $51,235,000 respectively. As a result, the 2021 SCT and CAP totals for Ms. Poppe, Corporation PEO #1, were previously reported as 51,198,471 and 55,405,829 respectively and have been updated in the above table to $51,235,000 and $55,442,358 respectively. (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 (7), moderate changes were made to 2021 SCT and CAP totals for Ms. Poppe 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 – 2024.

  122. Pay Versus Performance Tables (PVP)

    | | | | 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 | 2024 | 15,823,939 | 11,723,088 | 31,770 | 17,466,255 | 21,096 | 21,556,432 | | | 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 | | | 2021 | 51,235,000 | 41,175,002 | 18,198 | 45,400,558 | 0 | 55,442,358 | | Singh, S | 2024 | 4,691,181 | 2,650,459 | 26,021 | 4,007,485 | 0 | 6,022,186 | | Glickman, J | 2024 | 3,309,513 | 1,783,968 | 20,385 | 2,830,732 | 17,241 | 4,353,133 | | Santos, M | 2024 | 5,229,955 | 3,160,150 | 24,941 | 4,542,388 | 20,998 | 6,608,250 | | Average for non-PEO Corporate NEOs | 2024 | 4,707,164 | 2,559,449 | 604,482 | 3,517,423 | 131,041 | 5,191,697 | | Average for non-PEO Utility NEOs | 2024 | 2,997,875 | 1,582,113 | 22,235 | 2,039,269 | 20,347 | 3,453,143 |

  123. Pay Versus Performance Tables (PVP)

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

  124. Pay Versus Performance Tables (PVP)

    | 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 ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Adjustments Reflected in CAP ($) | | Poppe, P | 2024 | 13,955,892 | 4,447,391 | (943,627) | 0 | 0 | 6,599 | 17,466,255 | | | 2023 | 14,764,264 | 3,214,553 | (607,748) | 0 | 0 | 0 | 17,371,069 | | | 2022 | 14,233,562 | 9,320,800 | 365,701 | 0 | 0 | 0 | 23,920,063 | | | 2021 | 45,400,558 | 0 | 0 | 0 | 0 | 0 | 45,400,558 | | Singh, S | 2024 | 3,155,271 | 924,633 | (72,929) | 0 | 0 | 510 | 4,007,485 | | Glickman, J | 2024 | 2,123,746 | 780,120 | (76,182) | 0 | 0 | 3,048 | 2,830,732 | | Santos, M | 2024 | 3,762,038 | 1,159,022 | (380,811) | 0 | 0 | 2,139 | 4,542,388 | | Average for non-PEO Corporate NEOs | 2024 | 3,065,827 | 551,178 | (100,268) | 0 | 0 | 686 | 3,517,423 | | Average for non-PEO Utility NEOs | 2024 | 1,892,090 | 182,578 | (35,649) | 0 | 0 | 249 | 2,039,269 |

  125. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a clear, visual comparison, for each of 2024, 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. 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 35% 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% 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.