Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On August 1, 2020, the board of directors of Pacific Gas and Electric Company
(the "Utility") appointed Michael Lewis as a director of the Utility, effective
immediately. As previously disclosed, Mr. Lewis will also assume the role of
Interim President of the Utility.
In accordance with the Utility's Corporate Governance Guidelines and as
described in PG&E Corporation's and the Utility's Form 10-K/A filed with the
Securities and Exchange Commission (the "SEC") on March 31, 2020, Mr. Lewis, as
a current employee of the Utility, will receive no additional compensation for
his service as a director.
From January 2019 to present, Mr. Lewis, 58, has served as Senior Vice
President, Electric Operations, of the Utility. In this role, Mr. Lewis oversees
all of the Utility's electric transmission and distribution grid operations for
the company's service area. From August 2018 to January 2019, Mr. Lewis served
as Vice President, Electric Distribution Operations of the Utility. From 2008
until he joined the Utility, he served at Duke Energy Corporation and its
subsidiary Duke Energy Florida in numerous leadership positions, including
Senior Vice President and Chief Distribution Officer, Senior Vice President and
Chief Transmission Officer, Co-Leader of Project Transformation, and Senior Vice
President, Energy Delivery. At his previous company, Mr. Lewis helped the
distribution and transmission organizations achieve industry-leading safety
benchmarks.
PG&E Corporation Interim CEO Compensation
As previously disclosed, on June 30, 2020, William L. Smith was appointed
Interim Chief Executive Officer of PG&E Corporation, effective immediately.
On July 29, 2020, the board of directors of PG&E Corporation approved the terms
of compensation to be granted to Mr. Smith for 2020 for his service as Interim
Chief Executive Officer. Mr. Smith's annualized base salary for 2020 will be
$1,500,000, prorated for months worked in 2020. Mr. Smith will also receive
equity compensation in the form of grants of time-based restricted stock units
("RSUs") with a value of $1,500,000 and performance-based stock units ("PSUs")
with a value of $3,500,000 at target. The number of RSUs will be determined
using average closing price of PG&E Corporation common stock for the 15
consecutive trading days after the effective date of PG&E Corporation and the
Utility's Plan of Reorganization.
The RSUs will vest on the earlier of the first anniversary of the grant date or
the election of a regular PG&E Corporation Chief Executive Officer.
The PSUs will be prorated for months worked in 2020. The PSU performance score
will have a threshold, target and maximum level of performance based on STIP
results for 2020, with performance at threshold, target and maximum levels
resulting in 50%, 100% and 200% of target payout, respectively. The PSUs will
vest upon certification by the Compensation Committee of the board of directors
of PG&E Corporation in February 2021.
Section 16 Officer STIP and LTIP
As previously disclosed, on March 4, 2020, the Compensation Committee of PG&E
Corporation approved a Short-Term Incentive Plan ("STIP") and a Long-Term
Incentive Plan ("LTIP") for which PG&E Corporation's and the Utility's Section
16 Officers (with the exception of the PG&E Corporation CEO) would be eligible.
On July 29, 2020, the boards of directors of PG&E Corporation and the Utility
ratified the STIP and LTIP consistent with the terms previously disclosed in
PG&E Corporation's and the Utility's Current Report on Form 8-K filed with the
SEC on March 6, 2020.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses