DEF 14A of Public Service Enterprise Group Inc, Mar 7, 2024

DEF 14A of Public Service Enterprise Group Inc

Filed Mar 7, 2024 · FY20230001193125-24-062240

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  2. OUR DIRECTOR NOMINEES

    | Name | Age | Director Since | Primary Occupation | Independent | Committee Memberships* | | Ralph A. LaRossa | 60 | 2022 | Chair of the Board, President and Chief Executive Officer (CEO) of PSEG | | E (Chair) | | Susan Tomasky Lead Director | 71 | 2012 | Retired President of AEP Transmission of American Electric Power Corporation | ● | E, G, O | | Willie A. Deese | 68 | 2016 | Retired Executive Vice President (EVP) of Merck & Co. Inc. | ● | A, E, G (Chair), O | | Jamie M. Gentoso | 47 | 2022 | President of Holcim Building Envelope of Global Head of Solutions & Products Business Unit, Holcim | ● | F, IO | | Barry H. Ostrowsky | 73 | 2018 | Retired President and CEO of RWJBarnabas Health, Inc. | ● | A (Chair), E, F, O | | Ricardo G. Pérez | 64 | 2024 | Retired President and Chief Operating Officer (COO) of Westinghouse Electric Company | ● | G, IO | | Valerie A. Smith | 68 | 2022 | President of Swarthmore College | ● | G, O | | Scott G. Stephenson | 66 | 2020 | Retired Chairman of the Board, President and CEO of Verisk Analytics, Inc. | ● | A, F (Chair), IO | | Laura A. Sugg | 63 | 2019 | Retired President of Australasia Division of ConocoPhillips Corporation | ● | A, G, IO (Chair) | | John P. Surma | 69 | 2019 | Retired Chairman of the Board and CEO of United States Steel Corporation | ● | G, IO, O (Chair) | | Kenneth Y. Tanji | 58 | 2023 | EVP and Chief Financial Officer (CFO), Prudential Financial, Inc. | ● | A, F |

  3. OUR DIRECTOR NOMINEES

    *A=Audit; G=Governance, Nominating and Sustainability; E=Executive; F=Finance; IO=Industrial Operations; O=Organization and Compensation *Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows: Ms. Tomasky, as our independent Lead Director and principal liaison on Board-wide issues between the Chair of the Board and the independent Directors, will no longer have the official designation of member of the Governance, Nominating and Sustainability and Organization and Compensation Committees. Ms. Sugg will also serve as a member of the Finance Committee and will not serve as a member of the Governance, Nominating and Sustainability Committee. We anticipate that all Committee Chair terms (with the exception of the Executive Committee Chair) will expire in April 2026 to align each of them with the independent Lead Director’s four-year term.

  4. GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES

    GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES

  5. GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES

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  6. Overview of Board Nominees – Diversity of Skills, Qualifications and Experience

    Overview of Board Nominees – Diversity of Skills, Qualifications and Experience

  7. Overview of Board Nominees – Diversity of Skills, Qualifications and Experience

    | PROPOSAL 1 | Election of Directors |

  8. OVERVIEW OF BOARD NOMINEES

    OVERVIEW OF BOARD NOMINEES You are being asked to vote on the election of eleven Directors. Our Corporate Governance Principles place great emphasis on diversity that utilizes a broad meaning to include a balance of factors such as race, ethnicity, gender, background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities, and other traits desirable for achieving an appropriate group of qualified individuals. Our Governance Committee evaluated the nominees and recommended them to the full Board, which approved their nomination. Vote required: A director will be elected if the number of shares voted FOR that director exceeds the number of shares voted AGAINST that director, not counting abstentions and votes withheld or for which no instructions are given. See Majority Voting for Election of Directors on page 80.

  9. Diversity of Skills, Qualifications and Experience

    Diversity of Skills, Qualifications and Experience * See page 20 for “audit committee financial expert” information as defined under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.

  10. Overview of Board Nominees – Gender, Racial and Ethnic Diversity

    Overview of Board Nominees – Gender, Racial and Ethnic Diversity

  11. Gender, Racial and Ethnic Diversity

    Gender, Racial and Ethnic Diversity

  12. Gender, Racial and Ethnic Diversity

    | We value diversity of gender, race and ethnicity in our multifaceted Board selection process. Our Board includes: • Four women and four racially/ethnically diverse Directors. • Our independent Lead Director is a woman. • 80% of the Governance Committee members are women and/or racially/ethnically diverse. • Three out of seven leadership positions (Lead Director or Chair) are women and/or racially/ethnically diverse. | | | Board Independence The Board consists of a majority of Independent Directors, as required by our Corporate Governance Principles and the New York Stock Exchange (NYSE). The Corporate Governance Principles define our standards for director independence. The Governance Committee annually assesses the independence of each director and makes recommendations to the Board. For a director to be independent, the Board must affirmatively determine that the director has no material relationship with the Company other than service as a director. | |

  13. Overview of Board Nominees – Board Independence

    Overview of Board Nominees – Board Independence

  14. Overview of Board Nominees – Board Independence

    | The Board has determined that all of the current Directors and nominees for election are independent except Ralph A. LaRossa, our Chair of the Board, President and CEO. These determinations were based upon the responses submitted by each Director to questionnaires, business records, publicly available information and applicable SEC and NYSE requirements. Other than the payments reported in this Proxy Statement in the Director Compensation Table, none of our Directors have or will receive any compensation or have entered into any golden leash arrangements in connection with their service on our Board. | | | Board Refreshment and Tenure | | | Refreshing our Board is important to provide new perspectives and ideas while ensuring sufficient experience and institutional knowledge to help mitigate risk. We replenish needed skills and experience and refresh Board committees through rotation of chairs and memberships. Committee chairs typically serve in that capacity for four years, with the potential for an extension to, for example, align with the independent Lead Director’s term. Upon election of the nominees at this Annual Meeting, the average tenure of the independent members of our Board for their current term of service will be approximately 4.4 years. Mandatory Retirement at 75 Our Independent Directors may not serve beyond the Annual Meeting held in the calendar year following the year of their 75th birthday. This allows us to benefit from long-serving directors’ expertise, institutional knowledge, and continuity, while maintaining our ability to refresh our Board through the addition of new members. | |

  15. Overview of Board Nominees – Board Membership Selection

    Overview of Board Nominees – Board Membership Selection

  16. Board Membership Selection

    Board Membership Selection The selection of qualified, engaged directors with diverse skills and viewpoints is critical to our success and the long-term interests of our stockholders. The Governance Committee considers the mix of qualifications of Board members, evaluates prospective nominees, and recommends candidates to the Board. The Board’s evaluation is focused on the strategic needs of the Company and the composition of the Board. Our recent director search process included emphasis on the candidates’ business judgment, financial and accounting expertise, ties to our service territory, nuclear experience, diversity characteristics and intellectual curiosity.

  17. Board Selection Criteria and Qualifications

    Board Selection Criteria and Qualifications DIVERSITY OF SKILLS, EXPERIENCE, GENDER, RACE AND ETHNICITY. The Governance Committee considers the need for diversity in background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities, gender, race and ethnicity, as well as other traits desirable for an optimal combination of qualified individuals. TIME TO DEVOTE TO BOARD SERVICE. The Governance Committee also considers the amount of time that a candidate will likely have to devote to the duties required of a director. For more information on the PSEG policy for directors’ outside time commitments, see “Outside Time Commitments” on page 19. REVIEW OF POTENTIAL CONFLICTS. Prior to a director accepting an invitation to serve as a director of another company, the Governance Committee reviews potential conflicts, including the relevant details of any new position of a director, and determines the continued appropriateness of Board membership. INDEPENDENCE. A majority of the Board must consist of Independent Directors in accordance with our Corporate Governance Principles and NYSE requirements.

  18. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR Set forth on the following pages is important information about our Director nominees.

  19. NOMINEES FOR DIRECTOR

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

  20. NOMINEES FOR DIRECTOR

    | RALPH A. LAROSSA Chair of the Board, President and CEO, PSEG Age: 60 Director since: 2022 | Committees Executive (Chair) Current Public Company Directorships None Prior Public Company Directorships None Experience Chair of the Board since January 2023 and President and CEO of PSEG since September 2022. Chair of the Boards of PSE&G, PSEG Power, PSEG Energy Holdings and PSEG Services Corporation since September 2022. Joined PSE&G in 1985 as an associate engineer and held numerous executive and operational leadership positions across all of our business segments, including as COO of PSEG from January 2020 to August 2022, President and COO of PSEG Power from October 2017 to August 2022, and President and COO of PSE&G from October 2006 to October 2017. Education BE – Engineering, Stevens Institute of Technology Reasons for Nomination • In-depth knowledge of PSEG business management, strategic planning and regulatory matters gained through his many years in leadership positions at PSEG. Starting in our gas division, he led operations of all of our business segments throughout his career. • Extensive senior leadership experience in operations and human capital management gained through numerous executive and operational positions held at PSEG and its subsidiaries. • Highly valuable experience in risk management and safety as well as in cybersecurity and information technology. • Industry expertise and knowledge of PSEG’s strengths, opportunities, service territory and corporate culture. |

  21. NOMINEES FOR DIRECTOR

    | SUSAN TOMASKY Independent Lead Director, PSEG Retired President, AEP Transmission of American Electric Power Corporation Age: 71 Director since: 2012 | Committees Executive; Governance, Nominating and Sustainability; Organization and Compensation Current Public Company Directorships Marathon Petroleum Corporation; Fidelity Equity and High Income Mutual Funds Prior Public Company Directorships Andeavor Corporation; Summit Midstream Partners, LP Experience Independent Lead Director of PSEG since April 2022. Director of PSE&G (wholly owned subsidiary of PSEG) since April 2020. Member of the Advisory Board of certain Fidelity funds from February 2020 to June 2020. President, AEP Transmission of American Electric Power Corporation (AEP), Columbus, Ohio, an electric utility holding company with generation, transmission and distribution businesses, from May 2008 to July 2011, and held executive positions with AEP from July 1998 to May 2008, including EVP, CFO and General Counsel. General Counsel of the U.S. Federal Energy Regulatory Commission (FERC) from March 1993 to June 1997. Education JD, George Washington University; BA – Liberal Arts, University of Kentucky Reasons for Nomination • Broad electric industry executive experience from key leadership positions involving transmission operations, services and governance at one of the largest utility holding companies in the United States. • In-depth knowledge of industry financial and legal matters acquired as CFO and General Counsel at AEP. • Highly valuable experience in oversight of regulated business, science and environmental matters gained as General Counsel of FERC. • Deep knowledge of and valuable perspective on utility management, finance, law, risk management and governmental regulation. |

  22. NOMINEES FOR DIRECTOR

    | WILLIE A. DEESE Retired EVP, Merck & Co. Inc. and President, Merck Manufacturing Division Age: 68 Director since: 2016 | Committees Audit; Executive; Governance, Nominating and Sustainability (Chair); Organization and Compensation Current Public Company Directorships Dentsply Sirona USA Prior Public Company Directorships CDK Global, Inc.; G1 Therapeutics, Inc. Experience Director of PSE&G (wholly owned subsidiary of PSEG) since December 2023. EVP of Merck & Co. Inc., which develops, manufactures and distributes pharmaceuticals, from January 2008 until June 2016, President of Merck Manufacturing Division from 2005 until 2008, and SVP of Global Procurement at Merck from 2004 to 2005. Prior to that, SVP of Global Procurement and Logistics at GlaxoSmithKline, a pharmaceutical company. Education MBA, Western New England College; BA – Business Administration, North Carolina A&T State University Reasons for Nomination • Significant regulatory, manufacturing and procurement experience gained through his service as EVP of Merck & Co., President of Merck Manufacturing Division and SVP of Global Procurement and Logistics at GlaxoSmithKline. • Thorough understanding of the many regulatory requirements our Company faces gained through extensive leadership experience in a highly regulated industry. • In-depth knowledge of human capital management and diversity, equity and inclusion. • Deep knowledge of manufacturing and technology contributes to strong oversight of our operations and overall cost effectiveness. |

  23. NOMINEES FOR DIRECTOR

    | JAMIE M. GENTOSO, P.E. President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, Holcim Age: 47 Director since: 2022 | Committees Finance; Industrial Operations Current Public Company Directorships None Prior Public Company Directorships None Experience President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, and Executive Committee member at Holcim, a Swiss multinational company that manufactures building materials, since March 2021. Previously, CEO of the US Cement Operations for Holcim, from May 2018 to February 2021. VP of Sales and Marketing, Construction Specialties, from September 2017 to May 2018, and various leadership positions at Sika Corporation US, from March 2007 to August 2017. Ms. Gentoso is a registered Professional Engineer. Education MBA, University of Michigan; BS – Civil Engineering, University of Michigan Reasons for Nomination • Extensive experience in engineering, science and operations, including responsibility for full supply chain, capital programs and manufacture of roofing, insulation, waterproofing, adhesives and cement product lines. • Valuable managerial experience and oversight of operational excellence, customer satisfaction, and human capital management. • Broad knowledge of sales and marketing and product management acquired during her 20+ year career in construction and construction materials. • Valuable experience gained in executive positions in industry addressing climate and sustainability, as well as from advocacy for climate and sustainability through various advisory positions at industry organizations. Leading business unit sustainability roadmap, in order to meet Holcim’s 2050 Net Zero commitment where 2030 and 2050 targets have been validated by Science-Based Target initiative (SBTi). • Leader of multi-billion-dollar international business unit with extensive strategic acquisition and transaction experience. |

  24. NOMINEES FOR DIRECTOR

    | BARRY H. OSTROWSKY Retired President and CEO, RWJBarnabas Health Age: 73 Director since: 2018 | Committees Audit (Chair); Executive, Finance; Organization and Compensation Current Public Company Directorships None Prior Public Company Directorships None Experience Director of PSE&G (wholly owned subsidiary of PSEG) since April 2023. President and CEO of RWJBarnabas Health, West Orange, New Jersey, a comprehensive integrated health care delivery system of hospitals, programs and services from April 2016 to December 2022. President and CEO of Barnabas Health from January 2012 until April 2016; President and COO from July 2011 until January 2012 and EVP and General Counsel from December 1996 until July 2011. Education JD, University of Tennessee School of Law; BA, Rutgers University Reasons for Nomination • Extensive experience in dealing with regulatory and public policy matters for an organization serving a diverse population gained through his experience as President and CEO of RWJBarnabas Health and Barnabas Health. • Valuable legal background as well as strong experience in financial matters and management of a large, comprehensive business enterprise. • Significant human capital management, operations management, strategic planning and implementation skills that contribute to the changing landscape of our industry. • Broad knowledge of consumers, customer service and healthcare in our service territory of great benefit for matters relating to our large customer and employee base. |

  25. NOMINEES FOR DIRECTOR

    | RICARDO G. PÉREZ Retired President and COO, Westinghouse Electric Company Age: 64 Director since: 2024 | Committees Governance, Nominating and Sustainability; Industrial Operations Current Public Company Directorships None Prior Public Company Directorships None Experience Former SVP and Chief Administrative Officer, and SVP, Nuclear Operations Support and Projects at Tennessee Valley Authority from 2013 to 2017. From 1981 to 2013, held various leadership roles at Westinghouse Electric Company, including President and COO from 2010 to 2013. Member of the University of Florida Nuclear Engineering Advisory Board and an executive member of the Latino Corporate Directors Association. Education MS – Engineering, University of Pittsburgh; BS – Engineering, University of Florida. Reasons for Nomination • Extensive experience in nuclear operations through executive leadership roles at Westinghouse Electric Company and Tennessee Valley Authority. • Significant understanding of regulatory requirements applicable to our Company gained through extensive energy industry experience. • Valuable background in supply chain, information technology, cyber and physical security matters. • Strong track record of inclusive leadership and talent development, as well as supporting diversity, equity and inclusion in the workplace. |

  26. NOMINEES FOR DIRECTOR

    | VALERIE A. SMITH President, Swarthmore College Age: 68 Director since: 2022 | Committees Governance, Nominating and Sustainability; Organization and Compensation Current Public Company Directorships None Prior Public Company Directorships None Experience President of Swarthmore College since July 2015, a private liberal arts college. Dean of the College, Princeton University, from 2011 until 2015, served as Founding Director of Princeton University’s Center for African American Studies from 2006 to 2009, and Director of Princeton University’s Program in African American Studies, from 2002 until 2006. Served as Woodrow Wilson Professor of Literature, Professor of English and African-American studies, Princeton University, from 2001 until 2015. Education PhD, University of Virginia; MA, University of Virginia; BA, Bates College Reasons for Nomination • In-depth knowledge of human capital management and diversity, equity and inclusion including from leadership positions at Swarthmore College and Princeton University and being a scholar of African American studies. • Significant experience in management and strategic planning acquired as President of Swarthmore College and Dean of the College, Princeton University. • Valuable background knowledge in climate risk management and sustainability gained as President of Swarthmore College. • Strong track record in varied leadership roles. |

  27. NOMINEES FOR DIRECTOR

    | SCOTT G. STEPHENSON Retired Chairman of the Board, President and CEO, Verisk Analytics, Inc. Age: 66 Director since: 2020 | Committees Audit; Finance (Chair); Industrial Operations Current Public Company Directorships Definitive Healthcare Corporation Prior Public Company Directorships Verisk Analytics, Inc. Experience Chairman of the Board and CEO of Verisk Analytics, Jersey City, New Jersey, a data analytics and risk assessment company from April 2013 to May 2022 and President from March 2011 to May 2022. Between 2001 and 2011, held various leadership positions at Verisk Analytics, including COO, head of the Decision Analytics segment, EVP and President of its Intego Solutions segment. Partner with the Boston Consulting Group from 1989 to 1999. Education MBA – Business Administration, Harvard Business School; BS – Mechanical Engineering, University of Virginia Reasons for Nomination • Significant strategic leadership, financial management and human capital management experience as Chairman, President and CEO of Verisk Analytics. • Valuable innovation, technology, data analytics, customer service and risk assessment experience from his various senior management and operational positions at Verisk Analytics. • In-depth operations and value creation experience gained from his positions at the Boston Consulting Group. |

  28. NOMINEES FOR DIRECTOR

    | LAURA A. SUGG Retired President, Australasia Division of ConocoPhillips Corporation Age: 63 Director since: 2019 | Committees Audit; Governance, Nominating and Sustainability; Industrial Operations (Chair) Current Public Company Directorships Kinetik Holdings Inc.; Murphy Oil Corporation Prior Public Company Directorships The Williams Companies, Inc.; Denbury Resources, Inc. Experience President, Australasia Division of ConocoPhillips Corporation, Houston, Texas, a leading worldwide oil and gas exploration and development company, from July 2005 to February 2007. General Manager-Human Resources, exploration and production of ConocoPhillips from October 2003 to June 2005. From 2001 to 2003, VP of Worldwide Gas of Phillips Petroleum, and later became General Manager of Midstream of ConocoPhillips. Education BS – Chemical Engineering, Oklahoma State University Reasons for Nomination • Extensive experience in engineering, science and operations, including responsibility for major exploration and production operations. • Valuable background in corporate planning, business development and regulatory matters acquired through executive roles at ConocoPhillips. • In-depth knowledge of human capital management matters from leadership experience in human resources management. • Strong track record across disciplines gained through her success in varied roles at ConocoPhillips. |

  29. NOMINEES FOR DIRECTOR

    | JOHN P. SURMA Retired Chairman and CEO, United States Steel Corporation Age: 69 Director since: 2019 | Committees Governance, Nominating and Sustainability; Industrial Operations; Organization and Compensation (Chair) Current Public Company Directorships Trane Technologies plc; Marathon Petroleum Corporation (and its consolidated subsidiary, MPLX GP LLC)* Prior Public Company Directorships Concho Resources, Inc.; Bank of New York Mellon Corporation; Mellon Bank Corporation; Calgon Carbon Corporation Experience Chairman and CEO, United States Steel Corporation, a leading global integrated steel producer, from October 2004 through September 2013 and Executive Chair until December 2013. President and COO of United States Steel from February 2003 to October 2004; CFO from January 2002 to February 2003. Chair of the Board of the Federal Reserve Bank of Cleveland from 2017 to 2018; Chair of the National Safety Council from September 2015 to September 2017. Education BS – Accounting, Pennsylvania State University Reasons for Nomination • Experienced leader with a strong financial, management, manufacturing and regulatory matters background as Chairman and CEO of United States Steel Corporation. • Deep knowledge of enhancing shareholder value in a complex enterprise. • Significant financial and accounting expertise as the CFO of United States Steel Corporation. • Extensive experience on strategic, operational and financial oversight gained as a director of large public company boards. *Due to their affiliate nature, we count Mr. Surma’s concurrent service on the boards of Marathon Petroleum Corporation and its wholly owned subsidiary, MPLX GP LLC, as one for purposes of the numerical limits on outside public company board memberships contained in our Director time commitments policy. For more information on this policy, please see page 19. |

  30. NOMINEES FOR DIRECTOR

    | KENNETH Y. TANJI EVP and CFO, Prudential Financial, Inc. Age: 58 Director since: 2023 | Committees Audit; Finance Current Public Company Directorships None Prior Public Company Directorships None Experience EVP and CFO of Prudential Financial, Inc., Newark, New Jersey since December 2018, overseeing global financial management matters, including financial reporting, investor relations, treasury, tax, corporate development, and actuarial*. SVP and Treasurer at Prudential Financial, Inc. from March 2013 to November 2018. CFO of Prudential’s International businesses, January 2010 to March 2013; Senior Financial Officer of Prudential Annuities, August 2006 to January 2010. Trustee and Treasurer for the New Jersey Institute for Social Justice. Education MBA - Finance, University of Minnesota; BA – Economics, Yale University Reasons for Nomination • In-depth knowledge of public company accounting and financial matters, as well as corporate development, gained from various leadership positions. • Deep understanding of enhancing shareholder value in a complex enterprise. • Strong track record of inclusive leadership and supporting diversity, equity and inclusion in the workplace. • Extensive knowledge of our service territory benefiting our large, diverse customer base. *On February 6, 2024, Prudential announced a successor will replace Mr. Tanji effective March 15, 2024, and Mr. Tanji will remain with Prudential to assist with the transition through September 30, 2024. |

  31. Director Compensation

    Director Compensation

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below reports 2023 compensation to Directors except Mr. LaRossa, as explained below, under How Our Directors Are Compensated.

  33. DIRECTOR COMPENSATION

    | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Willie A. Deese | 145,000 | 180,012 | - | - | - | 7,650 | 332,662 | | Jamie M. Gentoso | 120,000 | 180,012 | - | - | - | 150 | 300,162 | | David Lilley(3) | 40,000 | 180,012 | - | - | - | 27,650 | 247,662 | | Barry H. Ostrowsky | 150,000 | 180,012 | - | - | - | 7,650 | 337,662 | | Valerie A. Smith | 120,000 | 180,012 | - | - | - | 11,120 | 311,132 | | Scott G. Stephenson | 145,000 | 180,012 | - | - | - | 5,150 | 330,162 | | Laura A. Sugg | 145,000 | 180,012 | - | - | - | 150 | 325,162 | | John P. Surma | 150,000 | 180,012 | - | - | - | 7,650 | 337,662 | | Kenneth Y. Tanji | 30,000 | 105,005 | - | - | - | - | 135,005 | | Susan Tomasky | 160,000 | 180,012 | - | - | - | 150 | 340,162 | | Alfred W. Zollar(4) | 100,000 | 180,012 | - | - | - | 20,150 | 300,162 |

  34. DIRECTOR COMPENSATION

    | (1) Includes any meeting fees, chair/committee retainer fees and the annual retainer, as described below under How Our Directors Are Compensated, and reflects time served in a particular position throughout the year. Includes the following amounts deferred pursuant to the Directors’ Deferred Compensation Plan, described below. |

  35. DIRECTOR COMPENSATION

    | Deese ($) | Gentoso ($) | Lilley ($) | Ostrowsky ($) | Smith ($) | Stephenson ($) | Sugg ($) | Surma ($) | Tanji ($) | Tomasky ($) | Zollar ($) | | - | - | - | - | 120,000 | - | - | - | - | - | - |

  36. DIRECTOR COMPENSATION

    | (2) For each, except for Mr. Tanji, the grant date fair value of the award on May 1, 2023 equated to 2,851 stock units, rounded up to the nearest whole share, based on the then current market price of the common stock of $63.14. For Mr. Tanji, the grant date fair value of the award on October 2, 2023 equated to 1,920 units, rounded up to the nearest whole share, based on the then current market price of the common stock of $54.69. In addition, each individual’s account is credited with additional stock units on the quarterly dividend dates at the then current dividend rate. The following table shows outstanding stock units granted under the Directors’ Equity Plan as of December 31, 2023: |

  37. DIRECTOR COMPENSATION

    | | Deese (#) | Gentoso (#) | Ostroswsky (#) | Smith (#) | Stephenson (#) | Sugg (#) | Surma (#) | Tanji (#) | Tomasky (#) | | Stock Units | 22,033 | 5,721 | 17,067 | 5,721 | 11,175 | 13,888 | 11,175 | 1,938 | 42,771 | | Restricted Stock | - | - | - | - | - | - | - | - | - |

  38. DIRECTOR COMPENSATION

    | (3) Service on our Board ended in April 2023. In honor of Mr. Lilley’s contributions to PSEG, the Company made a donation to Leukemia & Lymphoma Society in the amount of $20,000. |

  39. DIRECTOR COMPENSATION

    | (4) Service on our Board ended in October 2023. In honor of Mr. Zollar’s contributions to PSEG, the Company made a donation to Eagle Academy Foundation in the amount of $20,000. |

  40. DIRECTOR COMPENSATION

    | (5) Consists of charitable contributions made by us on behalf of each individual, including through our matching gift program available to all employees and directors. |

  41. Director Compensation – How Our Directors Are Compensated

    Director Compensation – How Our Directors Are Compensated

  42. Director Compensation – How Our Directors Are Compensated

    Director Compensation – How Our Directors Are Compensated to the date that the distribution would otherwise have begun and the revised commencement date is at least five years later than the date that the distribution would otherwise have begun.

  43. 2023 Target Compensation Summary

    | Executive | Base Salary ($) | Annual Incentive | Target Total Cash ($) | Long-Term Incentive($) | | Target Total Compensation ($) | | | | | | PSUs | RSUs | | | Ralph A. LaRossa | 1,293,800 | 130% | 2,975,740 | 5,600,056 | 2,400,041 | 10,975,837 | | Daniel J. Cregg(1) | 780,500 | 80% | 1,404,900 | 1,365,038 | 585,057 | 3,354,995 | | Tamara L. Linde | 709,000 | 80% | 1,276,200 | 1,050,019 | 450,015 | 2,776,234 | | Kim C. Hanemann | 671,600 | 75% | 1,175,300 | 980,068 | 420,047 | 2,575,415 | | Charles V. McFeaters(2) | 650,000 | 75% | 1,137,500 | 700,039 | 300,049 | 2,137,588 |

  44. 2023 Target Compensation Summary

    | (1) Mr. Cregg also received a retention RSU grant in the amount of $2 million in April 2023. This retention grant will vest on January 1, 2025. |

  45. 2023 Target Compensation Summary

    | (2) Mr. McFeaters was promoted on May 20, 2023, from SVP of Nuclear Operations at PSEG Nuclear to President and CNO of PSEG Nuclear. The salary and target annual incentive noted above represent Mr. McFeaters’ year-end 2023 salary and target bonus post his promotion to President and CNO. Mr. McFeaters’ salary and annual incentive prior to the promotion while in the position of SVP of Nuclear Operations was $444,500 and 60%, respectively. For the pro-rated actual salary for Mr. McFeaters, please see the Summary Compensation Table on page 53. |

  46. Executive Compensation Best Practices

    | What We Do | What We Don’t Do | | Pay for performance, with a significant portion of target compensation at risk Use of ESG metrics in both the MICP and LTIP for the PSU component Set stretch performance goals Competitive pay, targeted around the median Maximum payout cap for incentive plans Minimum vesting of three years for RSUs and PSUs unless retirement eligible. Starting with the 2024 grants, RSUs will have a 3-year graded vesting period starting from the grant date Double trigger in the event of a change-in-control to receive severance benefits Clawback practices that apply to financial restatements or in the event of misconduct or material violations of our Standards of Conduct Robust stock ownership guidelines for executives Independent executive compensation consultant reviews programs and practices Engage stockholders to solicit feedback on our compensation program | No guaranteed incentive compensation No excise tax gross ups No hedging or pledging for any employee, including officers and directors No compensation plans that encourage or reward executives’ excessive risks No dividends paid on unearned awards No repricing or exchange of underwater stock options No excessive perks No additional service credit for pension calculation |

  47. Compensation Discussion and Analysis – Peer Comparison and Benchmarking

    Compensation Discussion and Analysis – Peer Comparison and Benchmarking

  48. Peer Comparison and Benchmarking

    Peer Comparison and Benchmarking

  49. How We Choose Peers for Benchmarking

    How We Choose Peers for Benchmarking We evaluate and set executive compensation to be competitive within a peer group comprised of similarly-sized utilities. We consider our peers’ earnings, market capitalization, operational characteristics, price-to-earnings ratio and revenue. Because our revenue is driven by energy demand and prices that are outside the control of management, we emphasize earnings over revenue. We believe this approach is more reflective of the nature of our business when comparing across companies. Each year, we re-evaluate the peer group to assess its appropriateness. Our peer companies for 2023 are listed below.

  50. How We Choose Peers for Benchmarking

    | Peer Companies | | | | Ameren Corporation | American Electric Power Co., Inc. | CenterPoint Energy, Inc. | | CMS Energy Corporation | Consolidated Edison, Inc. | Dominion Energy, Inc. | | DTE Energy Company | Duke Energy Corporation | Edison International | | Entergy Corporation | Eversource Energy | Exelon Corporation | | FirstEnergy Corporation | PPL Corporation | Sempra Energy | | Southern Company | WEC Energy Group, Inc. | Xcel Energy Inc. |

  51. How We Choose Peers for Benchmarking

    For 2024, we did not make changes to the peer group.

  52. How We Use Peer Data

    | Review target compensation levels at the market median of the peer group of comparable positions with a design that enables above median actual pay for top quartile performance (individual and Company). Above market median pay (e.g., 75th percentile) targeted for significant contributions and sustained strong performance levels, as well as scope and responsibilities. | Assess our performance under our LTIP and the alignment between pay and performance. | Review incentive plan design, equity usage and governance practices. |

  53. How We Use Peer Data

    Pay Governance LLC assists in analyzing the annual Willis Towers Watson Energy Services Executive Compensation Survey – U.S. market data using the peer companies. We use the peer group data to the extent each position is reported in the survey data. The O&CC’s independent consultant, CAP, reviews the outcome of the competitive assessment and provides supplemental data on the peer group as required.

  54. How We Compensate Our Executives

    | Element | Link to Business & Talent Strategy | Link to performance | Form | | Base salary Fixed Pay | Recognizes executives competencies, experience, job responsibilities, skills, internal equity and the competitive market for the position | Individual Performance | Cash | | Annual Cash Incentive At Risk Pay | Incentivizes the achievement of key financial, operational, and strategic goals | Multiple performance measures, with a strong emphasis on non-GAAP EPS, measured over a one-year period with a payout ranging from 0% - 200% of target | Cash | | Equity-Based Incentive Awards At Risk Pay | Align NEOs’ interests with long-term interests of shareholders and the Company by rewarding for strong stock price performance, earnings growth and achieving sustainability goals in areas of environmental, social, and governance | 70% PSUs and 30% RSUs; Payout for the PSUs (if any) based on TSR vs. peers (50%), EPS Growth (25%), and ESG Priorities (25%); payout range 0% - 200% of target; PSUs vest at the end of three years | Common Stock | | Retirement and Post- Employment Benefits | Facilitates attraction and retention and provides participants with the opportunity to effectively manage the timing of income and tax liability | - | Cash |

  55. Annual Cash Incentive

    Annual Cash Incentive Our NEOs are eligible for an annual cash incentive under our MICP. The O&CC evaluates each NEO’s incentive compensation based on achievement of specific performance goals relating to the Company’s and business unit earnings (where applicable), a business unit scorecard, critical and strategic goals. The business unit scorecard metrics are comprised of goals based on financial, operational and strategic performance of the respective business unit. The focus is on performance measured against benchmarked targets and continuous improvement from prior year. The O&CC approves the incentive compensation for all NEOs except the CEO. The O&CC recommends the CEO’s incentive compensation to the Board, which approves it. All executive officers have strategic “People Strong” goals. The People Strong goal emphasizes fostering a culture of inclusion both internally and externally and PSEG’s Core Commitment to DEI. Through our commitment to DEI, we will more effectively serve customers, shareholders and communities. The business unit scorecard and other strategic goals focus on the following categories: People, Safe, Reliable, Green and Economic, which are benchmarked, when possible, against the broader utility industry, setting our targets at the top quartile (or the top decile for safety-related measures). People-related goals include OSHA benchmarks. Safe and Reliable includes System Average Interruption Duration Index, cybersecurity measures and other reliability measures and JD Power measures. Green includes renewable energy generation, energy efficiency and performance indicators. Economic focuses on financial measures including controllable O&M and cash generation. Strategic Enterprise-wide scorecard categories include Critical Initiatives, PSE&G investment programs, long-term nuclear solution and PSEG Long Island operations. Each NEO’s performance under each applicable factor – corporate EPS, business unit earnings, business unit scorecard and strategic goals – could range from zero to 2.0 (200%) based on the achievement of pre-determined goals. For 2024, as a result of our total rewards review, we have simplified our annual incentive program by reducing the number of metrics of our scorecards, eliminating the business unit financial factor with an increased focus on EPS, and segregating our critical initiatives from the scorecard into its own category.

  56. Executive Long-Term Incentive

    Executive Long-Term Incentive Annual equity grants are typically made each February. Factors that are considered in determining the award amounts are the competitive market and the individual’s role, responsibilities, contributions, as well as talent retention needs. With respect to the CEO, the O&CC develops a recommended award opportunity in consultation with CAP and presents the proposal for approval by the Board.

  57. Executive Long-Term Incentive

    | 2021 PSU (2021 – 2023 Performance Shares) | | | 70% PSUs • Rewards strong financial and stock price performance over a longer time frame than annual awards • Facilitates retention as recipient generally must remain an employee through vesting dates to earn payout, unless retirement eligible • Aligns the interest of officers with long-term stockholder value | 30% RSUs • Facilitates retention as recipient generally must remain an employee through vesting dates to earn payout, unless retirement eligible • Aligns the interest of officers with long-term stockholder value |

  58. Executive Long-Term Incentive

    RSUs are denominated in units of common stock and currently cliff vest at the end of three years, payable in shares of our common stock. For 2024, RSUs will vest on a graded basis over three years starting on the date of the grant. PSUs are denominated in units of common stock and are subject to achievement of certain performance goals over a three-year period, vesting at the end of the performance period. 2021 PSU Grant Result: LTIP awards of PSUs made for the three-year performance period ended December 31, 2023 were reported in our Proxy Statement at fair value at the time of the grants. These PSU grants were subject to the achievement of goals related to relative TSR and relative ROIC versus peers.

  59. Executive Long-Term Incentive

    | 50% Relative TSR | 50% Relative ROIC | | Rewards management when we deliver value to shareholders in excess of our peers | Rewards management for managing our business and capital better than our peers |

  60. Executive Long-Term Incentive

    We determine ROIC by dividing Net Income (adjusted for interest expense) by debt and equity. The performance schedule for relative TSR and ROIC is determined by ranking within the peer group. Shown below are the ranks and payout factors at threshold, target and maximum levels and our actual rank for this period: For 2021 grants, the peer group consisted of 18 companies plus PSEG.

  61. Executive Long-Term Incentive

    | Performance vs. Peers | Payout | | | | Rank 5 | 200% | Actual TSR Result Rank 10 100% Payout | Final Overall PSU Payout 50% | | Rank 10 | 100% | | | | Rank 14 | 20% | Actual ROIC Result Rank 16 0%(1) Payout | | | Rank 15 and Lower | 0% | | |

  62. Executive Long-Term Incentive

    | (1) Our ROIC result for the 2021 PSU grant was significantly impacted by the sale of our fossil generating portfolio. See Appendix A for reconciliation to GAAP of non-GAAP Operating Earnings. |

  63. Executive Long-Term Incentive

    Based on the performance results for that period, as approved by the O&CC, Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters, and as recommended by the O&CC and approved by the Board, Mr. LaRossa, will receive payment in 2024 of shares of our common stock equal to 50% (see table below) of the grant target. Determination of Individual Payouts for Executives: Based on these results, participants earned a PSU payout of 50% for 2021 PSU grant. The dollar amount of each payout, made in shares of our common stock, is shown below, calculated using the average of the high and low price of our common stock on March 1, 2024, $62.00. These amounts are reported in the Option Exercises and Stock Vested during 2023 Table.

  64. Executive Long-Term Incentive

    | NEO | PSUs Granted (#) | PSUs Earned (#)(1) | PSUs Payout ($)(1) | | Ralph A. LaRossa | 25,638 | 14,236 | 882,649 | | Daniel J. Cregg | 18,694 | 10,380 | 643,585 | | Tamara L. Linde | 13,887 | 7,711 | 478,093 | | Kim C. Hanemann | 10,408 | 5,747 | 356,310 | | Charles V. McFeaters | 4,540 | 2,521 | 156,300 |

  65. Executive Long-Term Incentive

    | (1) Reflects rounding and includes accrued dividend equivalents earned. |

  66. Executive Long-Term Incentive

    2023 Grants: The PSU components recognize that we are predominantly a regulated company and are reflective of our commitment to long-term growth, our ESG leadership position and carbon-free generation. For 2023, we removed relative ROIC and increased the weightings of relative TSR, EPS growth and ESG priorities. The metrics for our 2023 – 2025 PSU award, granted in February 2023, are as follows:

  67. Executive Long-Term Incentive

    | • | 50% relative TSR versus the peer panel; |

  68. Executive Long-Term Incentive

    | • | 25% EPS growth; and |

  69. Executive Long-Term Incentive

    | • | 25% ESG Priorities: |

  70. Executive Long-Term Incentive

    | • | Methane reduction target |

  71. Executive Long-Term Incentive

    | • | Carbon-free generation target |

  72. Executive Long-Term Incentive

    | • | Energy efficiency target – electric |

  73. Executive Long-Term Incentive

    | • | Energy efficiency target – gas |

  74. Executive Long-Term Incentive

    | • | Sustainalytics ESG Risk Ratings Score |

  75. Executive Long-Term Incentive

    We believe these metrics will drive long-term shareholder value through a sustainable, predictable, growth platform. The mix of the long-term incentive awards is consistent with the prior grants as described in the Executive Long-Term Incentive section above, in the form of 70% PSUs and 30% RSUs vesting at the end of three years. For 2024, RSUs will vest on a graded basis over three years starting on the date of the grant. The grants included in our Summary Compensation Table were approved in February 2023 for the NEOs. These grants have a three-year performance period ending December 31, 2025 and are shown in the 2023 Grants of Plan-Based Awards Table. These awards are also reported in the Summary Compensation Table at the grant date fair value. 2023 Additional Grants: In 2023 we granted additional long-term incentive awards outside of our February 2023 grant date cycle to two NEOs. On April 17, 2023, Mr. Cregg received a retention award in the amount of $2 million in the form of RSUs. The vesting of this award is conditioned on Mr. Cregg remaining an active employee of PSEG or one of its subsidiaries through January 1, 2025. On May 22, 2023, Mr. McFeaters received a supplemental long-term incentive award upon his promotion to President and CNO. In conjunction with Mr. McFeaters’ grant made in February 2023 as SVP, Nuclear Operations, the supplemental long-term incentive award was to bring his total compensation in line with peer President and CNO market levels. The May 2023 award has the same components and performance period as the February 2023 award.

  76. Role of the Compensation Consultant

    Role of the Compensation Consultant The O&CC has retained CAP as its independent compensation consultant to provide information, analyses and advice regarding executive and director compensation. CAP reports directly to the O&CC. Select responsibilities include:

  77. Role of the Compensation Consultant

    | Review compensation program and levels | Analyze pay and performance alignment | | Provide comparative industry trends and peer data | Ad hoc support on executive compensation matters |

  78. Role of the Compensation Consultant

    CAP meets with the O&CC in executive session without the presence of management and provides only executive compensation consulting services. In 2023, CAP attended five meetings of the O&CC. Management also retains a compensation consultant, Pay Governance, to provide market compensation data for our officers, including the NEOs. This data is made available to CAP. In July 2023, the O&CC reviewed CAP’s independence relative to the following factors:

  79. Role of the Compensation Consultant

    | • | CAP’s provision of other services to the Company |

  80. Role of the Compensation Consultant

    | • | The amount of fees CAP receives from the Company as a percentage of CAP’s total revenue |

  81. Role of the Compensation Consultant

    | • | The policies and procedures of CAP that are designed to prevent conflicts of interest |

  82. Role of the Compensation Consultant

    | • | Any business or personal relationship between O&CC members and CAP or its compensation consultants |

  83. Role of the Compensation Consultant

    | • | Any PSEG stock owned by CAP or its compensation consultants |

  84. Role of the Compensation Consultant

    | • | Any business or personal relationship between our executive officers and CAP or any of its compensation consultants |

  85. Role of the Compensation Consultant

    | • | Other factors that would be relevant to CAP’s independence from management |

  86. Role of the Compensation Consultant

    The O&CC concluded that CAP is independent and no conflicts of interest exist.

  87. Executive Compensation Risk Assessment

    | • Strong governance processes and controls in place • Multi-year vesting for long-term incentives • Multiple dimensions of performance, including: a balanced scorecard that includes, among other factors, ESG goals; EPS (non-GAAP) for corporate financial performance; earnings (non-GAAP) for business unit performance; and key strategic and operational metrics that balance risks • Equity compensation and our stock ownership and retention policy discourage a short-term focus | • A balanced total compensation package that includes a mix of base salary, benefits and annual and long-term incentive • Caps on the total amount of incentive compensation that can be earned and paid out annually • O&CC oversight of incentive plan formulas, performance measures/goals and corresponding payment scales • Robust Clawback practices |

  88. Trading Pre-clearance is Required for Directors and Officers

    Trading Pre-clearance is Required for Directors and Officers Under our Insider Trading Practice, all of our Directors and officers, including the NEOs, are required to obtain pre-clearance from the Office of the General Counsel prior to engaging in any transaction involving our common stock and may only engage in transactions during “open window” periods or pursuant to pre-established plans.

  89. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation of our NEOs for the years shown. The NEOs are our CEO, CFO and three most highly compensated executive officers in 2023.

  90. 2023 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5 & 6) | Total ($) | | Ralph A. LaRossa | 2023 | 1,293,800 | 8,000,097 | 1,833,300 | 611,000 | 40,666 | 11,778,863 | | Chair of the Board, President & CEO | 2022 | 971,950 | 7,350,100 | 1,143,800 | - | 44,692 | 9,510,542 | | | 2021 | 810,700 | 2,400,087 | 1,327,900 | - | 34,458 | 4,573,145 | | Daniel J. Cregg | 2023 | 780,500 | 3,950,148 | 680,600 | 410,000 | 31,835 | 5,853,083 | | EVP & CFO | 2022 | 735,700 | 1,850,015 | 647,500 | - | 33,592 | 3,266,807 | | | 2021 | 714,300 | 1,750,045 | 975,000 | 236,000 | 33,593 | 3,708,938 | | Tamara L. Linde | 2023 | 709,000 | 1,500,034 | 618,200 | 400,000 | 28,835 | 3,256,069 | | EVP & | 2022 | 685,000 | 1,400,076 | 602,800 | - | 32,479 | 2,720,355 | | General Counsel | 2021 | 657,800 | 1,300,019 | 897,900 | 179,000 | 29,660 | 3,064,379 | | Kim C. Hanemann | 2023 | 671,600 | 1,400,115 | 569,200 | 405,000 | 76,356 | 3,122,271 | | President & COO (PSE&G) | 2022 | 648,900 | 1,300,102 | 588,900 | - | 82,965 | 2,620,867 | | Charles V. McFeaters | 2023 | 571,910 | 1,000,088 | 411,600 | 70,000 | 28,185 | 2,081,783 | | President & CNO | | | | | | | |

  91. 2023 Summary Compensation Table

    | (1) Amounts shown are based on annualized salary, except for Mr. McFeaters whose salary is prorated between his current and former positions. Mr. Cregg deferred $195,125, $183,926, and $143,410, of his 2023, 2022, and 2021 salary, respectively (see 2023 Non-Qualified Deferred Compensation Table). Mr. LaRossa was promoted January 1, 2023 to Chair of the Board, President and CEO of the Company. |

  92. 2023 Summary Compensation Table

    | (2) The amounts shown reflect the grant date fair value of the awards. For a discussion of the assumptions made in valuation, see Note 18 to the Consolidated Financial Statements included in our 2023 Form 10-K. 2023, 2022, and 2021 LTIP awards were granted in February of each year. All 2023 awards are shown in the Grants of Plan Based Awards Table and discussed in the Executive Compensation section and consist of PSUs and RSUs. PSU value is shown at the target amount. Actual value of the shares received upon vesting of RSUs depends upon the price of our common stock. Payout value of the PSUs earned at the conclusion of the three-year performance period may be less than or exceed the grant date fair value, dependent upon achieving respective years performance factors. Included above, for Mr. Cregg is his retention RSU grant in the amount of $2 million that was granted in April 2023. This retention grant will vest on January 1, 2025. More detailed information is provided in the Executive Compensation section. The respective amounts shown below represent the grant date fair value of PSUs at target and maximum amounts. |

  93. 2023 Summary Compensation Table

    | | 2023 | | 2022 | | 2021 | | | | Value at Target (100%) | Value at Maximum (200%) | Value at Target (100%) | Value at Maximum (200%) | Value at Target (100%) | Value at Maximum (200%) | | | ($) | ($) | ($) | ($) | ($) | ($) | | Ralph A. LaRossa | 5,600,056 | 11,200,113 | 5,145,026 | 10,290,052 | 1,680,058 | 3,360,116 | | Daniel J. Cregg | 1,365,038 | 2,730,077 | 1,295,015 | 2,590,029 | 1,225,018 | 2,450,036 | | Tamara L. Linde | 1,050,019 | 2,100,038 | 980,057 | 1,960,114 | 910,015 | 1,820,030 | | Kim C. Hanemann | 980,068 | 1,960,135 | 910,043 | 1,820,085 | - | - | | Charles V. McFeaters | 700,039 | 1,400,078 | - | - | - | - |

  94. 2023 Summary Compensation Table

    | (3) As discussed in the Executive Compensation section, amounts awarded were earned under the MICP and determined and paid in the following year. Mr. Cregg deferred $170,150, $161,875, and $195,000, of his 2023, 2022, and 2021 MICP, respectively. |

  95. Executive Compensation Tables – 2023 Grant of Plan-Based Awards Table

    Executive Compensation Tables – 2023 Grant of Plan-Based Awards Table

  96. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information on plan-based awards made to our NEOs for 2023.

  97. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | | | | Name and Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards; Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Ralph A. LaRossa | | | | | | | | | | | MICP | | 840,970 | 1,681,940 | 3,363,880 | - | - | - | - | - | | PSUs | 02/14/2023 | - | - | - | 824 | 82,378 | 164,756 | - | 5,600,056 | | RSUs | 02/14/2023 | - | - | - | - | - | - | 39,242 | 2,400,041 | | Daniel J. Cregg | | | | | | | | | | | MICP | | 312,200 | 624,400 | 1,248,800 | - | - | - | - | - | | PSUs | 02/14/2023 | - | - | - | 201 | 20,080 | 40,160 | - | 1,365,038 | | RSUs | 02/14/2023 | | | | | | | 9,566 | 585,057 | | RSUs | 04/17/2023 | - | - | - | - | - | - | 31,398 | 2,000,053 | | Tamara L. Linde | | | | | | | | | | | MICP | | 283,600 | 567,200 | 1,134,400 | - | - | - | - | - | | PSUs | 02/14/2023 | - | - | - | 154 | 15,446 | 30,892 | - | 1,050,019 | | RSUs | 02/14/2023 | - | - | - | - | - | - | 7,358 | 450,015 | | Kim C. Hanemann | | | | | | | | | | | MICP | | 251,850 | 503,700 | 1,007,400 | - | - | - | - | - | | PSUs | 02/14/2023 | - | - | - | 144 | 14,417 | 28,834 | - | 980,068 | | RSUs | 02/14/2023 | - | - | - | - | - | - | 6,868 | 420,047 | | Charles V. McFeaters | | | | | | | | | | | MICP | | 243,750 | 487,500 | 975,000 | - | - | - | - | - | | PSUs | 02/14/2023 | - | - | - | 57 | 5,664 | 11,328 | - | 385,039 | | RSUs | 02/14/2023 | - | - | - | - | - | - | 2,698 | 165,010 | | PSUs | 05/22/2023 | - | - | - | 46 | 4,554 | 9,108 | - | 315,000 | | RSUs | 05/22/2023 | - | - | - | - | - | - | 2,170 | 135,039 |

  98. 2023 Grants of Plan-Based Awards Table

    | (1) Relates to cash awards under the MICP and equity awards (PSUs and RSUs) made under the LTIP. |

  99. 2023 Grants of Plan-Based Awards Table

    | (2) Represents possible payouts under MICP for 2023 performance. Threshold represents minimum amount payable, if earned. For payout factors, see the Executive Compensation section. The actual payouts on the awards were determined in February 2024 and paid thereafter, as reported in the 2023 Summary Compensation Table. |

  100. 2023 Grants of Plan-Based Awards Table

    | (3) Represents LTIP award of PSUs described below. Threshold represents minimum amount payable, if earned. For additional information, see the Executive Compensation section. |

  101. 2023 Grants of Plan-Based Awards Table

    | (4) Represents LTIP award of RSUs described below. For additional information, see the Executive Compensation section. |

  102. 2023 Grants of Plan-Based Awards Table

    | (5) Represents the grant date fair value of the equity award. For a discussion of the assumptions made in valuation, see Note 18 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023. |

  103. Material Factors Concerning Awards Shown in Summary Compensation Table, Grants of Plan-Based Awards Table

    Material Factors Concerning Awards Shown in Summary Compensation Table, Grants of Plan-Based Awards Table

  104. Executive Compensation Tables – Outstanding Equity Awards at Year-End December 31, 2023 Table

    Executive Compensation Tables – Outstanding Equity Awards at Year-End December 31, 2023 Table

  105. Outstanding Equity Awards at Year-End December 31, 2023 Table

    Outstanding Equity Awards at Year-End December 31, 2023 Table The following table lists all outstanding awards, consisting of PSUs and RSUs, as of December 31, 2023 for our NEOs.

  106. Outstanding Equity Awards at Year-End December 31, 2023 Table

    | Name | Number of Shares or Units of Stock that have Not Vested (#)(1) | Market Value of Shares or Units of Stock that have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that have Not Vested ($)(3) | | Ralph A. LaRossa | - | - | 86,252 | 5,274,318 | | Daniel J. Cregg | 32,302 | 1,975,292 | 20,465 | 1,251,412 | | Tamara L. Linde | - | - | 15,660 | 957,624 | | Kim C. Hanemann | - | - | 14,593 | 892,363 | | Charles V. McFeaters | - | - | 8,641 | 528,404 |

  107. Outstanding Equity Awards at Year-End December 31, 2023 Table

    | (1) The vesting schedule for unvested RSUs is shown below. Dividend equivalents accrue on RSUs at the regular dividend rate and are paid in shares of common stock upon distribution. All NEOs are retirement eligible; therefore, their annual RSUs are fully vested as RSUs vest 1/12th each month in the year awarded. Mr. Cregg received a retention RSU grant in 2023 which will vest on January 1, 2025. Amounts vested in 2023 are shown in the Option Exercises and Stock Vested During 2023 Table. |

  108. Outstanding Equity Awards at Year-End December 31, 2023 Table

    | | RSU Vesting Schedule | | | | | | | Grant Date | 2024 (#) | 2025 (#) | 2026 (#) | Total (#) | | Daniel J. Cregg | 4/17/2023 | - | 32,302 | - | 32,302 |

  109. Outstanding Equity Awards at Year-End December 31, 2023 Table

    | (2) PSUs in the table above are shown at target. PSUs awarded under the LTIP are earned based on a three-year performance period. Payment, if any, is made in the first quarter of the year following the end of the performance period. The vesting schedule below shows the number of unvested PSUs at target and maximum and includes accrued dividend equivalents. Each of the NEOs are retirement eligible. PSUs for retirement eligible NEOs vest 1/36th in their awards each month over the three-year performance period. The amounts shown for those individuals represent 12/36th of their 2022 awards that vest in 2024, 12/36th of their 2023 awards that vest in 2024 and 12/36th of their 2023 awards that vest in 2025. For further explanation of PSUs, see the Executive Compensation section. |

  110. Executive Compensation Tables – Outstanding Equity Awards at Year-End December 31, 2023 Table

    Executive Compensation Tables – Outstanding Equity Awards at Year-End December 31, 2023 Table

  111. Executive Compensation Tables – Outstanding Equity Awards at Year-End December 31, 2023 Table

    | | PSU Vesting Schedule | | | | | | | | | Grant Date | Target 2024 (#) | Maximum 2024 (#) | Target 2025 (#) | Maximum 2025 (#) | Target Total (#) | Maximum Total (#) | | Ralph A. LaRossa | 2/15/2022 | 8,873 | 17,746 | - | - | 8,873 | 17,746 | | | 9/1/2022 | 20,360 | 40,721 | - | - | 20,360 | 40,721 | | | 2/14/2023 | 28,509 | 57,019 | 28,509 | 57,019 | 57,019 | 114,038 | | | | | | | | 86,252 | 172,504 | | Daniel J. Cregg | 2/15/2022 | 6,566 | 13,132 | - | - | 6,566 | 13,132 | | | 2/14/2023 | 6,949 | 13,899 | 6,949 | 13,899 | 13,899 | 27,797 | | | | | | | | 20,465 | 40,929 | | Tamara L. Linde | 2/15/2022 | 4,969 | 9,938 | - | - | 4,969 | 9,938 | | | 2/14/2023 | 5,346 | 10,691 | 5,346 | 10,691 | 10,691 | 21,382 | | | | | | | | 15,660 | 31,320 | | Kim C. Hanneman | 2/15/2022 | 4,614 | 9,228 | - | - | 4,614 | 9,228 | | | 2/14/2023 | 4,989 | 9,979 | 4,989 | 9,979 | 9,979 | 19,958 | | | | | | | | 14,593 | 29,186 | | Charles V. McFeaters | 2/15/2022 | 1,597 | 3,195 | - | - | 1,597 | 3,195 | | | 2/14/2023 | 1,960 | 3,920 | 1,960 | 3,920 | 3,920 | 7,841 | | | 5/22/2023 | 1,562 | 3,123 | 1,562 | 3,123 | 3,123 | 6,247 | | | | | | | | 8,641 | 17,282 |

  112. Executive Compensation Tables – Outstanding Equity Awards at Year-End December 31, 2023 Table

    | (3) Value of PSUs is shown at target, multiplied by the closing price on the NYSE on December 31, 2023 of $61.15. |

  113. Executive Compensation Tables – Option Exercises and Stock Vested During 2023 Table

    Executive Compensation Tables – Option Exercises and Stock Vested During 2023 Table

  114. Option Exercises and Stock Vested During 2023 Table

    Option Exercises and Stock Vested During 2023 Table The following table provides information, as noted, regarding the exercise of stock options by the NEOs in 2023 and the vesting during 2023 of RSUs and PSUs previously granted to the NEOs, under our LTIP.

  115. Option Exercises and Stock Vested During 2023 Table

    | | Stock Awards | | | | Name | Award | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ralph A. LaRossa | PSU (1)(2) | 14,236 | 882,649 | | | RSU (3)(4) | 40,743 | 2,491,412 | | Daniel J. Cregg | PSU (1)(2) | 10,380 | 643,585 | | | RSU (3)(4) | 9,932 | 607,330 | | Tamara L. Linde | PSU (1)(2) | 7,711 | 478,093 | | | RSU (3)(4) | 7,639 | 467,148 | | Kim C. Hanemann | PSU (1)(2) | 5,747 | 356,310 | | | RSU (3)(4) | 7,131 | 436,038 | | Charles V. McFeaters | PSU (1)(2) | 2,521 | 156,300 | | | RSU (3)(4) | 5,034 | 307,809 |

  116. Option Exercises and Stock Vested During 2023 Table

    | (1) The table above shows the total payout value distributed for each of the NEOs for the 2021 grants based on the results of the three-year performance period and our common stock price, as described further in the Executive Compensation section. Each NEO became retirement eligible in, or prior to, 2021. Under the LTIP, PSUs vest 1/36th per month of service for retirement eligible participants. We show below for each NEO the number of PSUs, including accrued dividend equivalents, at both target and maximum values, that vested in 2023 with respect to their 2022 and 2023 grants. No dollar values are shown for these as payouts, if any, are dependent on the actual results of the performance metrics and applicable stock prices for the respective performance periods. The number of PSUs, including dividend equivalents, earned, if any, will be determined at the conclusion of the applicable performance periods and reported in the relevant Proxy Statements. |

  117. Option Exercises and Stock Vested During 2023 Table

    | | PSU Grant Date | Granted | Target Vested (#) | Maximum Vested (#) | | Ralph A. LaRossa | 2/15/2022 | 24,770 | 8,873 | 17,746 | | | 9/1/2022 | 57,768 | 20,360 | 40,721 | | | 2/14/2023 | 82,378 | 28,509 | 57,019 | | Daniel J. Cregg | 2/15/2022 | 18,330 | 6,566 | 13,132 | | | 2/14/2023 | 20,080 | 6,949 | 13,899 | | Tamara L. Linde | 2/15/2022 | 13,872 | 4,969 | 9,938 | | | 2/14/2023 | 15,446 | 5,346 | 10,691 | | Kim C. Hanemann | 2/15/2022 | 12,881 | 4,614 | 9,228 | | | 2/14/2023 | 14,417 | 4,989 | 9,979 | | Charles V. McFeaters | 2/15/2022 | 4,459 | 1,597 | 3,195 | | | 2/14/2023 | 5,664 | 1,960 | 3,920 | | | 5/22/2023 | 4,554 | 1,562 | 3,123 |

  118. Option Exercises and Stock Vested During 2023 Table

    | (2) Each of the NEOs had PSUs which vested on December 31, 2023, including accrued dividend equivalents, for the three-year performance period ended that day. The final awards shown in the table were made at 50% of target, as explained in the Executive Compensation section. PSUs earned and value realized reflects rounding. Shares are issued in 2023. Value realized reflects the value of the PSUs on March 1, 2024, the PSU value determination date, using the average of the high and low NYSE stock price of $62.00. |

  119. Option Exercises and Stock Vested During 2023 Table

    | (3) Represents RSUs that vested for NEOs, each of whom is retirement eligible, at the NYSE closing price of $61.15 on December 31, 2023. |

  120. Option Exercises and Stock Vested During 2023 Table

    | (4) RSUs that vested in 2021 and 2022 due to retirement eligibility were previously reported in our prior years’ Proxy Statements. RSUs that were granted in 2020 were distributed on January 1, 2023 in the following amounts, including accrued dividend equivalents: Mr. LaRossa: 13,557 shares, with a value of $830,800; Mr. Cregg: 9,151 shares, with a value of $560,790; Ms. Linde: 7,343 shares, with a value of $449,994; Ms. Hanemann: 3,671 shares, with a value of $224,997; and Mr. McFeaters: 2,260 shares, with a value of $138,512. Amounts include rounding. |

  121. Executive Compensation Tables – 2023 Pension Benefits Table

    Executive Compensation Tables – 2023 Pension Benefits Table

  122. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table provides information on the actuarial present value of the NEOs accumulated benefit under each of our pension and retirement plans.

  123. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(3) | | Ralph A. LaRossa | Qualified Pension Plan II(1) | 38.50 | 2,036,000 | | | Retirement Income Reinstatement Plan(2) | 38.50 | 4,740,000 | | | Supplemental Executive Retirement Plan | 38.50 | 683,000 | | | | | 7,459,000 | | Daniel J. Cregg | Qualified Pension Plan II(1) | 32.17 | 1,712,000 | | | Retirement Income Reinstatement Plan(2) | 32.17 | 2,287,000 | | | | | 3,999,000 | | Tamara L. Linde | Qualified Pension Plan II(1) | 33.46 | 1,897,000 | | | Retirement Income Reinstatement Plan(2) | 33.46 | 2,319,000 | | | | | 4,216,000 | | Kim C. Hanemann | Qualified Pension Plan II(1) | 37.51 | 1,926,000 | | | Retirement Income Reinstatement Plan(2) | 37.51 | 1,015,000 | | | | | 2,941,000 | | Charles V. McFeaters | Qualified Pension Plan II(1) | 7.24 | 142,000 | | | Retirement Income Reinstatement Plan(2) | 7.24 | 113,000 | | | | | 255,000 |

  124. 2023 Pension Benefits Table

    | (1) All NEOs, except Mr. McFeaters, participate in the Final Average Pay Component of the Pension Plan II, described below. Years shown reflect actual years of service. Mr. McFeaters participates in the Cash Balance Component of the Pension Plan II. Each NEO is retirement eligible. |

  125. 2023 Pension Benefits Table

    | (2) Years shown reflect actual years of service. |

  126. 2023 Pension Benefits Table

    | (3) Amounts shown represent the actuarial present value of accumulated benefit computed as of the same Pension Plans measurement date used for our financial statements for the year ended December 31, 2023, with the exception that no pre-retirement termination, disability or death was assumed to occur. For a discussion of the valuation method and material assumptions applied in quantifying the present value, see Note 12 to the Consolidated Financial Statements included in our 2023 Form 10-K. |

  127. Executive Compensation Tables – 2023 Non-Qualified Deferred Compensation Table

    Executive Compensation Tables – 2023 Non-Qualified Deferred Compensation Table

  128. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table The following table provides information regarding compensation deferred by the NEOs under our Deferred Compensation Plans.

  129. 2023 Non-Qualified Deferred Compensation Table

    | Name | | Executive Contributions in Last Fiscal Year (2023) ($)(1) | Registrant Contributions in Last Fiscal Year (2023) ($) | Aggregate Earnings in Last Fiscal Year (2023) ($)(2) | Aggregate Withdrawals/ Distributions (2023) ($) | Aggregate Balance at Last Fiscal Year End (2023) ($)(1) | | Ralph A. LaRossa | Deferred Compensation Plan | - | - | - | - | - | | | Equity Deferral Plan | - | - | 354,559 | - | 10,138,990 | | Daniel J. Cregg | Deferred Compensation Plan | 365,275 | - | 285,734 | - | 2,604,489 | | | Equity Deferral Plan | - | - | - | - | - | | Tamara L. Linde | Deferred Compensation Plan | - | - | - | - | - | | | Equity Deferral Plan | - | - | - | - | - | | Kim C. Hanemann | Deferred Compensation Plan | - | - | - | - | - | | | Equity Deferral Plan | - | - | - | - | - | | Charles V. McFeaters | Deferred Compensation Plan | | | | | | | | Equity Deferral Plan | - | - | - | - | - |

  130. 2023 Non-Qualified Deferred Compensation Table

    | (1) Amounts shown include, pursuant to the Deferred Compensation Plan, 2023 deferred salary and MICP earned in 2023 and paid in 2024. |

  131. 2023 Non-Qualified Deferred Compensation Table

    | (2) Reflects earnings and change in value of amount in each individual’s deferred compensation account. |

  132. Potential Payments Upon Termination of Employment or Change-in-Control – Retirement Vesting

    Potential Payments Upon Termination of Employment or Change-in-Control – Retirement Vesting

  133. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE-IN-CONTROL

  134. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control under all of our retirement plans had they remained employed for an additional period beyond the date of termination (the additional period is 3 years for Mr. LaRossa, 2 years for Mr. Cregg, Ms. Linde, and Ms. Hanemann, and 1.5 years Mr. McFeaters), less the actuarial equivalent of such benefits on the date of termination (reported in the table below titled as “Enhanced Retirement Benefit” for pension-related amounts, and titled as “Retiree Medical Increase” for retiree medical benefits, for all applicable NEOs), (5) continued welfare benefits for 3 years for Mr. LaRossa, 2 years for Mr. Cregg, Ms. Linde and Ms. Hanemann, and 1.5 years for Mr. McFeaters, (6) one year of PSEG-paid outplacement services and (7) vesting of any compensation previously deferred. Payments are limited to an amount that would not give rise to an excise tax liability under applicable IRS provisions, currently 3.0 times the individual’s average W-2 compensation minus $1.00 for the period. Amounts above that limit are forfeited. Potential payments are shown in the Change-in-Control Termination Table. Assuming a termination without cause or resignation with good reason had occurred on December 31, 2023 following a change-in-control, each of the NEOs would have received the following payments and benefits:

  135. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | | LaRossa | Cregg | Linde | Hanemann | McFeaters | | Change-in-Control Termination | ($) | ($) | ($) | ($) | ($) | | Severance | 8,927,220 | 2,809,800 | 2,552,400 | 2,350,600 | 1,706,250 | | Pro Rata Bonus (MICP) | 1,681,940 | 624,400 | 567,200 | 503,700 | 487,500 | | Unvested Restricted Stock Units(1) | - | 1,975,328 | - | - | - | | Performance Share Unit Payout(2) | - | - | - | - | - | | Enhanced Retirement Benefit | 187,000 | 48,000 | - | 253,000 | 122,000 | | Retiree Medical Increase | - | - | - | - | - | | Health/Welfare Benefits | 100,548 | 23,028 | 65,658 | 64,692 | 36,055 | | Outplacement | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | | Education Assistance | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | | Parachute Payments Forfeited | (3,330,484) | - | - | (56,676) | (253,643) | | Aggregate Payments | 7,594,224 | 5,508,556 | 3,213,258 | 3,143,316 | 2,126,162 |

  136. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | (1) All annually granted RSUs for all NEOs, each of whom are retirement eligible were vested at December 31, 2023, with the exception of Mr. Cregg’s 2023 RSU retention grant. Mr. Cregg’s 2023 RSU retention grant will vest upon a change in control. |

  137. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | (2) PSUs for NEOs who are retirement eligible pro rata vest at 1/36 per month based on actual performance. |

  138. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    A NEO would not be eligible for any payments under the Key Executive Severance Plan, either prior to or following a change-in-control, if the NEO voluntarily terminated employment (other than for good reason as described above under Termination Without Cause) or if employment was terminated for cause. In the case of a NEO’s retirement or termination of employment on account of death or disability, the Key Executive Severance Plan provides that the NEO would be entitled to accrued pay through the date of termination and prorated payment of that NEO’s target incentive award for the year of termination. Change-in-control provisions under the Key Executive Severance Plan generally mean the occurrence of any of the following events:

  139. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | • | Any person is or becomes the beneficial owner of our securities representing 25% or more of the combined voting power of our then outstanding securities; or |

  140. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | • | A majority of the Board is replaced without approval of the current Board; or |

  141. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | • | There is consummated a merger or consolidation of us, other than a merger or consolidation which would result in our voting securities outstanding immediately prior to the merger continuing to represent at least 75% of the combined voting power of the securities of us or the surviving entity immediately after the merger or consolidation; or |

  142. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    | • | Our stockholders approve a plan of complete liquidation or dissolution of us or there is consummated an agreement for the sale or disposition by us of all or substantially all of our assets. |

  143. Potential Payments Upon Termination of Employment or Change-in-Control – Change-in-Control

    For additional information regarding the provisions of LTIP awards, see Material Factors Concerning Awards Shown in Summary Compensation Table, Grants of Plan-Based Awards Table.

  144. Pay Ratio

    Pay Ratio

  145. PAY RATIO

    PAY RATIO We have calculated the ratio of our CEO’s compensation to that of our median employee. In doing so, we reviewed a comparison of our CEO’s annual total compensation for 2023 to that of all other employees in 2023, using the same methodology and elements of compensation as we used in determining the total compensation shown for the CEO in the Summary Compensation Table that appears on page 53. The median employee was determined using internal payroll records of income reported on IRS Form W-2, which is a consistently applied compensation measure, as provided by the applicable SEC provisions. We believe that the pay ratio shown below is a reasonable estimate calculated in a manner consistent with those provisions. We note that our calculation does not include all elements of our employee compensation package, such as health insurance and other benefits generally applicable to all employees. For 2023, for purposes of this pay ratio disclosure, the compensation of our median employee was $143,410 and the compensation paid to our CEO $11,778,863. The ratio of CEO compensation to median employee pay was approximately 82:1. In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our CEO or Principal Executive Officer (PEO) and NEOs and certain financial performance measures of PSEG for the fiscal years ended on December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020. For further information on PSEG’s pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  146. PAY RATIO

    | Year | Summary Compensation Table Total for PEO #1 (1&2) ($) | Compensation Actually Paid to PEO #1 (1&3) ($) | Summary Compensation Table Total for PEO #2 (1&2) ($) | Compensation Actually Paid to PEO #2 (1&3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1&2) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1&3) | Value of Initial Fixed $100 Investment based on Total Shareholder Return ($) (4) | Value of Initial Fixed $100 Investment based on Peer Group Total Shareholder Return ($) (4) | Net Income (Loss) ($ millions) (5) | Operating EPS (Non-GAAP) ($) (6) | | 2023 | N/A | N/A | 11,778,863 | 12,972,702 | 3,578,301 | 3,490,761 | 119.14 | 115.43 | 2,563 | 3.48 | | 2022 | 12,869,210 | 1,495,352 | 9,510,542 | 6,408,817 | 2,733,718 | 1,371,783 | 114.98 | 121.88 | 1,031 | 3.47 | | 2021 | 14,208,674 | 16,757,115 | - | - | 3,834,217 | 4,311,559 | 121.14 | 119.44 | (648) | 3.65 | | 2020 | 14,308,254 | 21,440,227 | - | - | 3,677,833 | 4,733,261 | 102.37 | 101.68 | 1,905 | 3.43 |

  147. PAY RATIO

    | (1) NEOs included in these columns reflect the following: |

  148. PAY RATIO

    | Year | PEO#1 | PEO#2 | Non-PEO NEOs | | 2023 | N/A | Mr. LaRossa | Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. McFeaters | | 2022 | Mr. Izzo | Mr. LaRossa | Mr. Cregg, Ms. Linde, Ms. Hanemann, and Mr. Carr | | 2021 | Mr. Izzo | N/A | Mr. Cregg, Mr. LaRossa, Ms. Linde, and Mr. Daly | | 2020 | Mr. Izzo | N/A | Mr. Cregg, Mr. LaRossa, Ms. Linde, and Mr. Daly |

  149. PAY RATIO

    | (2) Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table for each applicable year. |

  150. PAY RATIO

    | (3) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables below. For PSUs with a relative TSR metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under U.S. GAAP. The range of estimates used in the Monte Carlo calculations are as follows: (i) for 2023, volatility between 20%-22% and risk-free rate between 4.1%-4.7%; (ii) for 2022, volatility between 19%-41% and risk-free rate of 0.1%; (iii) for 2021, volatility between 30%-32% and risk-free rate between 0.4%-0.7%; and (iv) for 2020, volatility between 22%-24% and risk-free rate between 4.3%-4.6%. For PSUs with a ROIC metric, fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. For a discussion of the assumptions made in the valuation at grant, see Note 18 to the Consolidated Financial Statements included in our 2023 Form 10-K. In calculating the “compensation actually paid” amounts reflected in the columns below, the adjustments made to the pension benefit values were computed in accordance with U.S. GAAP. For each fiscal year reflected, the “compensation actually paid” to the PEO and the average “compensation actually paid” to the non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K. |

  151. PAY RATIO

    | | PEO#1 | | | PEO#2 | | | | 2022 ($) | 2021 ($) | 2020 ($) | 2023 ($) | 2022 ($) | | Summary Compensation Table Total for PEO | 12,869,210 | 14,208,674 | 14,308,254 | 11,778,863 | 9,510,542 | | Less: Grant Date Fair Value of Equity Awards and Less; Change in Actuarial Present Value of Benefits Reported in the Summary Compensation Table | (9,100,044) | (9,100,065) | (10,435,075) | (8,611,097) | (7,350,100) | | Add: Actuarially Determined Service Cost for Services Rendered During the Fiscal Year | 392,466 | 424,401 | 475,639 | 174,497 | 231,485 | | Add: Entire Cost of Benefits Granted in an Amendment or Initiation During the Applicable Fiscal Year Attributed to Services Rendered Prior to the Amendment or Initiation | - | - | - | - | - | | Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested | 7,541,414 | 10,314,918 | 11,254,928 | 6,343,518 | 6,615,452 | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (7,704,660) | (2,861,237) | 1,673,319 | 308,466 | (2,032,007) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | - | - | - | 2,404,260 | - | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (2,900,512) | 2,891,656 | 2,923,601 | 789,539 | (764,993) | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | - | - | - | (785,420) | - | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 397,478 | 878,768 | 1,239,561 | 570,075 | 198,439 | | Compensation Actually Paid for PEO | 1,495,352 | 16,757,115 | 21,440,227 | 12,972,702 | 6,408,817 |

  152. PAY RATIO

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total for NEOs (other than PEO) | 3,578,301 | 2,733,718 | 3,834,217 | 3,677,833 | | Less: Grant Date Fair Value of Equity Awards and Less; Change in Actuarial Present Value of Benefits Reported in the Summary Compensation Table | (2,283,846) | (1,437,564) | (1,841,049) | (2,365,541) | | Add: Actuarially Determined Service Cost for Services Rendered During the Fiscal Year | 109,349 | 141,217 | 201,866 | 179,836 | | Add: Entire Cost of Benefits Granted in an Amendment or Initiation During the Applicable Fiscal Year Attributed to Services Rendered Prior to the Amendment or Initiation | - | - | - | - | | Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested | 1,638,171 | 1,191,343 | 1,929,838 | 2,065,496 | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 142,962 | (925,014) | (503,004) | 406,831 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | 438,642 | - | - | - | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 118,477 | (395,767) | 528,106 | 508,560 | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (364,013) | - | - | - | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 112,717 | 63,850 | 161,585 | 260,246 | | Compensation Actually Paid for NEOs (other than PEO) | 3,490,761 | 1,371,783 | 4,311,559 | 4,733,261 |

  153. PAY RATIO

    | (4) The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index (Dow Jones Utilities (DJU) Index), as disclosed in our 2023 Annual Report on Form 10-K for fiscal year ended 2023 pursuant to Item 201(e) of Regulation S-K. |

  154. PAY RATIO

    | (5) Amounts reflect PSEG’s net income as reported in our audited financial statements for the applicable year. |

  155. PAY RATIO

    | (6) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Non-GAAP Operating EPS is the financial performance measure that, in PSEG’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to company performance. |

  156. Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

    Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The graph below illustrates the trend in “compensation actually paid” over the four years compared to our TSR performance, as well as TSR relative to the DJU Index. This illustrates that compensation decreased in 2021 and TSR performance increased. For 2022, compensation moved in alignment with our TSR performance, decreasing in 2022. In 2023, compensation increased in alignment wit h our TSR performance. Our TSR performance was stronger than the DJU Index in 2020, 2021 and 2023.

  157. Pay Versus Performance –

    Pay Versus Performance –

  158. Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Net Income (Loss)

    Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Net Income (Loss) The graph below illustrates the trend in “compensation actually paid” over the four years to our GAAP Net Income (Loss). This illustrates that in 2021 compensation moved in alignment with net income, decreasing in 2021. For 2022, compensation decreased and net income increased. For 2023, both compensation and net income increased.

  159. Pay Versus Performance –

    Pay Versus Performance – Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs.

  160. Majority Voting for Election of Directors

    Majority Voting for Election of Directors Our By-laws provide that in an uncontested election, each director shall be elected by a majority of the votes cast with respect to the director. A majority of votes cast means that the number of shares cast for a director’s election exceeds the number of votes cast against that director. We do not include as votes cast (i) shares which are marked withheld, (ii) abstentions and (iii) shares as to which a stockholder has given no authority or direction. As provided in the Corporate Governance Principles, the Board has adopted a policy whereby any incumbent director receiving a majority vote against must promptly tender an offer of resignation. As a result, in uncontested elections, the Board will nominate for election or re-election as a director only candidates who have agreed promptly to tender a letter of resignation in the event that the number of shares voted for that director does not exceed the number of shares voted against that director. If an incumbent director fails to receive the required majority vote, the Governance Committee will consider the matter and then make a recommendation to the Board as to whether or not to accept the resignation. The Board will make the determination on whether or not to accept the recommendation of the Governance Committee.