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2016 Proxy Statement
Age: 60
Director since: 2016
Skills and Qualifications:
Accounting/Finance Corporate Governance Government/Policy/Regulatory Management Manufacturing Technology
Age: 74
Director since: 2000
Skills and Qualifications:
Accounting/Finance Corporate Governance Management Risk Management
Age: 58
Director since: 2006
Skills and Qualifications:
Accounting/Finance Construction/Engineering Corporate Governance Government/Policy/Regulatory Industry/Generating Plant Operations Management Risk Management Science/Scientific Research
Committees:
Age: 69
Director since: 2009
Skills and Qualifications:
Accounting/Finance Consumer Products/Product Development Corporate Governance Customer Satisfaction & Sales Management Manufacturing
Age: 70
Director since: 2003
Lead Director since:
April 2015
Skills and Qualifications:
Accounting/Finance Corporate Governance Customer Satisfaction & Sales Management Risk Management
Age: 58
Director since: 2008
Skills and Qualifications:
Accounting/Finance Consumer Products/Product Development Corporate Governance Customer Satisfaction & Sales Management Manufacturing Technology
Age: 63
Director since: 2012
Skills and Qualifications:
Accounting/Finance Corporate Governance Government/Policy/Regulatory Industry/Generating Plant Operations Legal Management Risk Management
Willie A. Deese

Age: 60
Director since: 2016

Experience:

Executive Vice President of Merck & Co. Inc., Kenilworth, New Jersey, which develops, manufactures, and distributes pharmaceuticals, since January 2008; President of Merck Manufacturing Division from 2005 until 2008; Senior Vice President of Global Procurement at Merck from 2004 to 2005. Former Senior Vice President of Global Procurement and Logistics at GlaxoSmithKiline, a pharmaceutical company.

Director of CDK Global, Inc. and DENTSPLY International Inc.


Skills and Qualifications:
Management Management
Finance Finance
Regulatory Regulatory
Governance Governance
Manufacturing Manufacturing
Technology Technology

Mr. Deese has significant regulatory, manufacturing and procurement experience from his service as Executive Vice President of Merck & Co., Senior Vice President of Merck Manufacturing Division and Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline.

The Board views Mr. Deese's background as a leader in a highly regulated industry to be of significant value in light of the many regulatory requirements our Company faces. His experience with manufacturing and technology is valuable to the oversight of our operations.

 
Albert R. Gamper, Jr.

Age: 74
Director since: 2000

Experience:

Lead Director from April 2011 to April 2015.

Director of PSE&G.

Chairman of the Board of CIT Group, Inc., Livingston, New Jersey, a commercial insurance company, from July 2004 until December 2004; Chairman of the Board and Chief Executive Officer of CIT Group, Inc. from September 2003 to July 2004; Chairman of the Board, President and Chief Executive Officer from June 2002 to September 2003; President and Chief Executive Officer from February 2002 to June 2002; Chairman of the Board, President and Chief Executive Officer from January 2000 to June 2001; President and Chief Executive Officer from December 1989 to December 1999. President and Chief Executive Officer of Tyco Capital Corporation from June 2001 to February 2002.

Trustee to the Fidelity Group of Funds.


Skills and Qualifications:
Management Management
Finance Finance
Governance Governance
Risk Management Risk Management

Mr. Gamper acquired extensive management experience in financial services as Chairman of the Board, President and Chief Executive Officer of CIT Group, Inc. Moreover, in that role he had ultimate responsibility for financial matters and the overall operations of that company.

The Board values Mr. Gamper's background considering our capital structure, liquidity needs and need to assess and oversee credit and other risks. He brings perspective and leadership to management and governance oversight.

 
William V. Hickey

Age: 71
Director since: 2001

Experience:

Chairman of the Board of Sealed Air Corporation, Elmwood Park, New Jersey, which manufactures food and specialty protective packaging materials and systems, from March 2013 until May 2013; Chairman of the Board and Chief Executive Officer from September 2012 to February 2013, President and Chief Executive officer from March 2000 to August 2012; President and Chief Operating Officer from December 1996 to February 2000.

Former Director of Sensient Technologies Corporation.


Skills and Qualifications:
Manufacturing Manufacturing
Consumer Products Consumer Products
Finance Finance
Governance Governance
Management Management
Technology Technology

Mr. Hickey has a strong industrial and commercial manufacturing background from his service as President and Chief Executive Officer at Sealed Air Corporation. He is also a Certified Public Accountant and, as CEO of Sealed Air Corporation, he had ultimate responsibility for financial matters and overall business performance.

Mr. Hickey's executive managerial experience with product innovation, development, production and marketing contributes to the Board's ability to oversee our Company and focus on operational excellence.

 
Ralph Izzo

Age: 58
Director since: 2006
Committees:

Experience:

Chairman of the Board, President and Chief Executive Officer of PSEG since April 2007.

Chair of the Executive Committee.

Director of PSE&G, Power, Energy Holdings and Services.

President and Chief Operating Officer of PSEG from October 2006 to April 2007; President and Chief Operating Officer of PSE&G from October 2003 to October 2006.

Director of the Williams Companies, Inc.


Skills and Qualifications:
Management/Strategic Planning Management/Strategic Planning
Finance Finance
Governance Governance
Industry/Operations Industry/Operations
Risk Management Risk Management
Construction/Engineering Construction/Engineering
Science Science
Government Government

During Dr. Izzo's tenure as our Chairman of the Board, President and CEO, he has developed broad experience in general management, strategic planning, finance and risk management, as well as a thorough understanding of our business operations and the challenges and opportunities of our industry.

Dr. Izzo's background as a research physicist is of much benefit to a company that deals with many technical and scientific matters. His prior service as an energy and policy analyst at the federal and state levels is a significant asset as we position ourselves as a leader in the energy industry and public policy arena.

 
Shirley Ann Jackson

Age: 69
Director since: 2001

Experience:

Director of PSE&G.

President of Rensselaer Polytechnic Institute, Troy, New York, since July 1999.

Former director of PSEG from 1987 to 1995.

Chair, U.S. Nuclear Regulatory Commission (NRC) from July 1995 to July 1999.

Director of FedEx Corporation, IBM Corporation and Medtronic, Inc.

Former director of NYSE Euronext and Marathon Oil Corporation.


Skills and Qualifications:
Management Management
Government Government
Science Science
Technology Technology
Finance Finance
Governance Governance
Industry/Operations Industry/Operations

Dr. Jackson is a recipient of the National Medal of Science, the highest honor for scientific achievement bestowed by the President of the United States. As a distinguished scientist, Dr. Jackson brings an array of executive, governmental, scientific and academic experience from her years as Chair of the NRC and President of Rensselaer Polytechnic Institute. Her responsibilities as the head of a major university include financial matters.

We are a heavily regulated business which is very much affected by public policy and scientific developments. Thus, Dr. Jackson's experience and continued involvement in energy policy, scientific research and development, technology and innovation, security and financial services industry oversight is highly valued by the Board. Her background as a nuclear physicist and former NRC Chair is important as we have extensive nuclear operations.

 
David Lilley

Age: 69
Director since: 2009

Experience:

Chairman of the Board, President and Chief Executive Officer of Cytec Industries, Inc., Woodland Park, New Jersey, a global specialty chemicals and materials company from January 1999 until December 2008; President and Chief Executive Officer from May 1998 to January 1999; President and Chief Operating Officer from January 1997 to May 1998.

Director of Rockwell Collins, Inc. and Tesoro Corporation.

Former director of Arch Chemicals, Inc.


Skills and Qualifications:
Product Development Product Development
Manufacturing Manufacturing
Sales Sales
Finance Finance
Management Management
Governance Governance

Mr. Lilley has experience in product development, manufacturing and sales, gained from his years as Chairman of the Board, President and Chief Executive Officer at Cytec Industries. In this role he also had ultimate responsibility for financial matters and overall business performance.

Mr. Lilley's leadership is very important to us in light of the Board's oversight of our operations and adherence to safety and environmental requirements.

 
Thomas A. Renyi

Age: 70
Director since: 2003
Lead Director since:
April 2015

Experience:

Executive Chairman of The Bank of New York Mellon Corporation, New York, New York, a provider of banking and other financial services to corporations and individuals, from July 2007 until his retirement in August 2008.

Chairman of the Board and Chief Executive Officer of The Bank of New York Company, Inc. and The Bank of New York from February 1998 to July 2007.

Director of Hartford Financial Services Group, Inc. and Royal Bank of Canada.


Skills and Qualifications:
Finance Finance
Governance Governance
Management Management
Customer Satisfaction Customer Satisfaction
Risk Management Risk Management

Mr. Renyi had a long career with The Bank of New York Mellon and its predecessor, The Bank of New York, where he served as Chairman of the Board and Chief Executive Officer. In that capacity, he had substantial responsibility for the successful implementation of two major mergers. As a result, he brings to us a deep knowledge of finance, as well as significant experience in oversight of the operations of a major enterprise and meeting customer expectations.

The Board views Mr. Renyi's background as highly valuable in the oversight of risk management and our continued focus on financial strength, disciplined investment and operational excellence.

 
Hak Cheol (H.C.) Shin

Age: 58
Director since: 2008

Experience:

Executive Vice President-International Operations, of 3M Company, St. Paul, Minnesota, a diversified technology company, with product lines in consumer and office, healthcare electronics, industrial, graphics, transportation, safety and telecommunications markets, since May 2011.

Executive Vice President-Industrial and Transportation Business of 3M Company from January 2006 to May 2011; Executive Vice President-Industrial Business from June 2005 to January 2006; Division Vice President-Industrial Adhesives and Tapes Division from July 2003 to June 2005; Division Vice President-Electronics Markets Materials Division from October 2002 to June 2003; Division Vice President-Superabrasives and Microfinishing Systems Division from March 2001 to October 2002.


Skills and Qualifications:
Technology Technology
Manufacturing Manufacturing
Consumer Products Consumer Products
Customer Satisfaction Customer Satisfaction
Governance Governance
Management Management
Finance Finance

Mr. Shin brings diversified experience in the areas of technology, manufacturing, consumer products and customer satisfaction acquired through various senior positions at 3M Company, a company noted for innovation and operational excellence.

Mr. Shin's skills are important as we seek operational excellence and invest in renewable energy technology, while satisfying customer expectations and maintaining reliability.

 
Richard J. Swift

Age: 71
Director since: 1994

Experience:

Lead Director from February 2010 until April 2011.

Presiding Director from June 2007 until February 2010.

Director of PSE&G.

Former Chairman of the Financial Accounting Standards Advisory Council from January 2002 to December 2006.

Chairman of the Board, President and Chief Executive Officer of Foster Wheeler, Ltd., Clinton, New Jersey, which provides design, engineering, construction, manufacturing, management, plant operations and environmental services, from April 1994 until his retirement in October 2001.

Director of CVS Caremark Corporation, Hubbell Incorporated, Ingersoll-Rand Limited and Kaman Corporation.


Skills and Qualifications:
Management Management
Construction/Engineering Construction/Engineering
Industry/Operations Industry/Operations
Finance Finance
Governance Governance
Manufacturing Manufacturing
Risk Management Risk Management

Mr. Swift is a licensed professional engineer who brings a strong managerial background in engineering, construction and generating plant operations as CEO at Foster Wheeler, Ltd. Mr. Swift also served as Chairman of the Financial Accounting Standards Advisory Council and brings us finance and risk management experience.

The Board believes that we benefit significantly from Mr. Swift's experience as we are heavily engaged in similar endeavors in our generation and utility businesses. While CEO at Foster Wheeler, he had ultimate responsibility for financial matters.

 
Susan Tomasky

Age: 63
Director since: 2012

Experience:

President-AEP Transmission of American Electric Power Corporation, Columbus, Ohio, an electric utility holding company with generation, transmission and distribution businesses, from May 2008 to July 2011.

Executive Vice President — Shared Services of American Electric Power Corporation from September 2006 to May 2008; Executive Vice President and Chief Financial Officer from September 2001 to September 2006; Executive Vice President and General Counsel and Corporate Secretary from July 1998 to September 2001.

Former General Counsel, U.S. Federal Energy Regulatory Commission (FERC), from March 1993 to June 1997.

Lead Director of Tesoro Corporation and director Summit Midstream Partners, LP.


Skills and Qualifications:
Industry/Operations Industry/Operations
Management Management
Finance Finance
Legal Legal
Governance Governance
Government Government
Risk Management Risk Management

Ms. Tomasky has broad electric industry executive experience having served in key leadership positions involving transmission operations, services, finance, law and governance at one of the largest utility holding companies in the United States. Her service at the FERC is highly valuable to us as several of our businesses are subject to that agency's regulation.

The Board views Ms. Tomasky's background as providing a valuable resource and perspective on utility management, finance, law, risk management and governmental regulation.

 
Alfred W. Zollar

Age: 61
Director since: 2012

Experience:

Executive Partner, Siris Capital Group, LLC, a private equity firm, since February 2014; General Manager —Tivoli Software division of International Business Machines Corporation (IBM), Armonk, New York, a worldwide information technology and consulting company, from July 2004 to January 2011; General Manager — eServer iSeries from January 2003 to July 2004; President and Chief Executive Officer — Lotus Software division from January 2000 to 2003; Division General Manager — Network Computer Software division from 1996 to 2000.

Former Director of Chubb Corporation.


Skills and Qualifications:
Management Management
Governance Governance
Technology Technology
Product Development Product Development
Customer Satisfaction Customer Satisfaction
Finance Finance

Mr. Zollar brings a wealth of knowledge from his executive leadership, product development and information technology experience. He has served in various leadership roles, including senior management positions, in every IBM software group division.

The Board believes that Mr. Zollar's executive and managerial experience in business development and technology greatly contributes to our oversight of operational excellence, customer satisfaction and cybersecurity.

 
Audit Committee
Chair:
David Lilley

Member:
Thomas A. Renyi
Member:
Susan Tomasky

  • Assisting the Board in fulfilling its responsibility for oversight of the integrity of our financial statements and the quality and integrity of our accounting, auditing and financial reporting practices;
  • Appointing, terminating, compensating, including preapproving all services and fees, and overseeing the work of the independent auditor, which reports directly to the Audit Committee;
  • Reviewing the independence of the independent auditor, as well as Public Company Accounting Oversight Board (PCAOB) and peer review reports of the independent auditor's performance;
  • Reviewing with the independent auditor, management and internal auditors our annual audited and quarterly financial statements and the acceptability and quality of our financial statements and our accounting, reporting and auditing practices;
  • Reviewing with the independent auditor any audit issues or difficulties and management's response, and resolving disagreements which may arise between management and the independent auditor regarding financial reporting;
  • Providing oversight to our internal audit and environmental, health and safety audit functions and legal and business conduct compliance program;
  • Reviewing the status of pending material litigation;
  • Reviewing risk management controls and disclosure controls and procedures;
  • Reviewing earnings press releases, financial information and earnings guidance provided to analysts and rating agencies; and
  • Recommending to the Board the inclusion of the audited financial statements in our Form 10-K.


Meetings: 8
Executive Sessions: 5

Membership Requirements:

Consists of three or more independent directors, in accordance with SEC and NYSE rules, who must meet NYSE requirements for financial literacy. At least one member must have accounting or financial management expertise. The committee meets at least four times per year.

Members may receive no direct or indirect compensation from us or our subsidiaries, other than as a director or committee member, and may not be affiliated with us or our subsidiaries. Under our Principles, without Board approval, a director may not serve as a member of our Audit Committee if he or she serves on the Audit Committee of more than three public companies, including ours.

Corporate Governance Committee
Member:
Willie A. Deese
Member:
Susan Tomasky

  • Assisting the Board in administering the corporate governance practices of the Board and its committees;
  • Monitoring the composition of the Board to assure a reasonable balance of professional interests, business experience, financial expertise, diversity and independence;
  • Considering the qualifications of Board members and evaluating prospective nominees, including those identified by the Committee or by other Board members, management, stockholders or other sources, and recommending to the Board membership changes and nominees;
  • Making a recommendation to the Board as to whether to accept the tendered resignation of any director who fails to receive a majority of votes cast "for" that director's election in an uncontested election;
  • Recommending to the Board the chairs and members of Board committees;
  • Evaluating performance of the Board and its committees, including a review of the size, structure and composition of the Board and its committees and their governance practices, including interactions with management;
  • Making recommendations to the Board to improve effectiveness of the Board and its committees;
  • Overseeing the directors' orientation and continuing education;
  • Reviewing and making recommendations to the Board with respect to compensation of directors;
  • Providing input to the O&CC regarding the performance of the CEO as Chairman of the Board;
  • Periodically reviewing the Charters of the Board committees and recommending appropriate changes; and
  • Reviewing our political participation activities and expenses.

The nomination process and criteria utilized are described below under Nominees and Election (click here).


Meetings: 5*
Executive Sessions: 4

* Includes one special meeting

Membership Requirements:

Consists of three or more independent directors who meet at least two times per year.

Executive Committee
Chair:
Ralph Izzo

Member:
Thomas A. Renyi

Except as otherwise provided by law, the Executive Committee may exercise all the authority of the Board when the Board is not in session.


Meetings: 0
Executive Sessions: 0

Membership Requirements:

Consists of the Chairman of the Board, the Lead Director and at least one additional independent director.

Finance Committee
Member:
David Lilley
Member:
Thomas A. Renyi

  • Reviewing and making recommendations to the Board regarding corporate financial policies and processes and significant financial decisions;
  • Reviewing and recommending to the Board annually our financial plan;
  • Reviewing and making recommendations to the Board regarding our dividend policy and capital structure;
  • Discussing with management the application and effects of our policies with respect to risk assessment and risk management, including the limits and authorities contained in the Financial Risk Management Practice;
  • Reviewing and recommending to the Board authorizations with respect to the issuance, sale and redemption of securities by us and our subsidiaries;
  • Reviewing with the Chairs of the Thrift and Pension and the Nuclear Decommissioning Trust Investment Committees, and monitoring, the investment guidelines for and investment performance of the respective trust funds;
  • Reviewing with management our cash management policies and practices; and
  • Reviewing with management credit agency ratings and analyses.


Meetings: 4
Executive Sessions: 1

Membership Requirements:

Consists of three or more independent directors who meet at least three times per year.

Fossil Generation Operations Oversight

  • Evaluating the effectiveness of our fossil generation operations, focusing on safety, plant performance, regulatory matters, large construction projects and improvement in operations;
  • Reviewing labor and human relations, environmental, health and safety and legal and compliance issues related to our fossil generation operations; and
  • Reviewing the results of major inspections, evaluations and audit findings by external oversight groups and management's response.


Meetings: 3*
Executive Sessions: 2

* One meeting held at a generating station

Membership Requirements:

Consists of three or more independent directors who meet at least three times per year.

Nuclear Generation Operations Oversight

  • Evaluating the effectiveness of our nuclear generation operations, focusing on safety, plant performance, regulatory matters, large construction projects and improvement in operations;
  • Reviewing labor and human relations, environmental, health and safety and legal and compliance issues related to our nuclear generation operations; and
  • Reviewing the results of major inspections, evaluations and audit findings by external oversight groups and management's response.


Meetings: 3*
Executive Sessions: 3

* One meeting held at the site of nuclear generating stations we operate

Membership Requirements:

Consists of three or more independent directors who meet at least three times per year.

Organization & Compensation
Member:
Willie A. Deese
Member:
David Lilley

  • Reviewing, approving and modifying, as necessary, our executive compensation policy, programs, plans and awards;
  • Reviewing the stockholder advisory vote on say-on-pay and considering any action it deems appropriate in light of that vote;
  • Reviewing executive compensation levels and targets for consistency and alignment with compensation policy and strategic and operating objectives;
  • Reviewing the risk to us of our compensation policies and practices;
  • Retaining, compensating, overseeing and annually reviewing the performance of its advisors, including its compensation consultant;
  • Reviewing the independence of its compensation consultant and advisors;
  • Reviewing and making recommendations to the Board concerning corporate organization in general and executive compensation including incentive plans and equity-based plans;
  • Administering our incentive compensation plans;
  • Reviewing and approving corporate goals and objectives relevant to CEO compensation;
  • Evaluating the CEO's performance in light of those goals and objectives and, with the independent Board members, determining and approving the CEO's compensation based on such evaluation;
  • Annually reviewing performance of certain other key members of management;
  • Annually reviewing management succession and development plans;
  • Monitoring compliance with the Stock Ownership and Retention Policy; and
  • Reviewing the CD&A and providing its report in this Proxy Statement.


Meetings: 5
Executive Sessions: 5

Membership Requirements:

Consists of three or more independent directors in accordance with SEC and NYSE rules, who meet at least two times per year.

Accounting/Finance

Accounting/Finance experience is important in overseeing our financial reporting and internal controls to assure transparency and accuracy.

Directors with this skill/qualification:

Construction/Engineering

Construction/Engineering experience is important in assessing our operations, project development and opportunities for growth.

Directors with this skill/qualification:

Consumer Products/Product Development

Consumer Products/Product Development experience is important in developing innovative solutions and adapting our business and strategy to meet customer expectations.

Directors with this skill/qualification:

Corporate Governance

Corporate Governance experience is important in assuring Board effectiveness and appropriate oversight.

Directors with this skill/qualification:

Customer Satisfaction & Sales

Customer Satisfaction & Sales experience is important in understanding the consumer-driven aspect of our business in order to provide outstanding service.

Directors with this skill/qualification:

Government/Policy/Regulatory

Government/Policy/Regulatory experience is important to a heavily regulated entity directly impacted by governmental actions, public policy and economic trends.

Directors with this skill/qualification:

Industry/Generating Plant Operations

Industry/Generating Plant Operations experience is important in overseeing the development and implementation of our operating plan and business strategy.

Directors with this skill/qualification:

Legal

Legal experience is important in understanding and evaluating our legal risks and obligations.

Directors with this skill/qualification:

Management

Management experience is important in overseeing the leadership and performance of our Company's senior management.

Directors with this skill/qualification:

Manufacturing

Manufacturing experience is important in understanding and assessing the operation of our business, including safety and environmental compliance.

Directors with this skill/qualification:

Risk Management

Risk Management experience is important in overseeing the risks facing the Company.

Directors with this skill/qualification:

Science/Scientific Research

Science/Scientific Research experience is important to an entity dependent on scientific and engineering expertise.

Directors with this skill/qualification:

Technology

Technology experience is important in assessing the best tools to enhance business operations and customer service.

Directors with this skill/qualification:

 
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