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2021 Proxy Statement
Chairman of the Board,
President and CEO, PSEG
Age: 63
Director Since: 2006
Committees:
Independent Lead Director, PSEG
President, Rensselaer Polytechnic Institute
Age: 74
Independent Director Since: 2001
Retired EVP, Merck & Co. Inc. and President, Merck Manufacturing Division
Age: 65
Independent Director Since: 2016
Retired Chairman of the Board, President and CEO, Cytec Industries, Inc.
Age: 74
Independent Director Since: 2009
President and CEO, RWJBarnabas Health
Age: 70
Independent Director Since: 2018
Chairman of the Board, President and CEO, Verisk Analytics, Inc.
Age: 63
Independent Director Since: 2020
Retired President, Australasia Division of ConocoPhillips Corporation
Age: 60
Independent Director Since: 2019
Retired Chairman and CEO, United States Steel Corporation
Age: 66
Independent Director Since: 2019
Retired President, AEP Transmission of American Electric Power Corporation
Age: 68
Independent Director Since: 2012
Executive Advisor, Siris Capital Group, LLC and Retired General Manager, Tivoli Software Division of IBM
Age: 66
Independent Director Since: 2012

Director Nominee Highlights

Director Nominee Stats
Director Nominee Stats
Ralph Izzo
Chairman of the Board,
President and CEO, PSEG

Age: 63
Director since: 2006

Committees:
Current Public Company Directorships:
  • Bank of New York Mellon
Prior Public Company Directorships:
  • The Williams Companies, Inc
Experience:

Chairman of the Board, President and CEO of PSEG since April 2007 and Chair of the Executive Committee. A member of the PSEG Board since 2006.

Director of PSE&G, PSEG Power, and Energy Holdings since October 2006. Director of Services since December 2003.

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

Reasons for Nomination:
  • Extensive senior leadership experience in operational excellence, strategic planning, finance and risk management as our Chairman of the Board, President and CEO.
  • Thorough understanding of the challenges and opportunities of our evolving industry.
  • In-depth knowledge of PSEG’s strengths, challenges, opportunities, risks and corporate culture.
  • Deep understanding of managing the technical and scientific issues our Company faces from his background as a research physicist.
  • Experience in energy policy and a recognized thought leader.
Shirley Ann Jackson
Independent Lead Director, PSEG
President, Rensselaer Polytechnic Institute

Age: 74
Independent Director since: 2001*

Committees:
Current Public Company Directorships:
  • FedEx Corp
Prior Public Company Directorships:
  • International Business Machines Corporation (IBM)
  • NYSE Euronext
  • Marathon Oil Corp.
  • Medtronic, Inc.
Experience:

Director of PSE&G since February 2013.

President of Rensselaer Polytechnic Institute, Troy, New York, a major technological research university since July 1999.

Reasons for Nomination:
  • A wide array of executive, governmental, scientific and research experience as a recipient of the National Medal of Science, the highest honor for scientific achievement bestowed by the President of the United States.
  • Valuable management and financial skills gained as President of Rensselaer Polytechnic Institute.
  • In-depth experience and continued involvement in energy policy, scientific research and development, technology and innovation, risk management, physical and cybersecurity and financial services industry oversight.
  • Thorough understanding of the requirements for maintaining the excellence of our extensive nuclear operations gained through her background as a nuclear physicist and former NRC Chair.
*A member of the PSEG Board from 1987 to 1995 and rejoined in 2001. Chair, U.S. Nuclear Regulatory Commission (NRC) from July 1995 to July 1999.
Willie A. Deese
Retired EVP, Merck & Co. Inc. and President, Merck Manufacturing Division

Age: 65
Independent Director since: 2016

Committees:
Current Public Company Directorships:
  • CDK Global, Inc.
  • Dentsply Sirona USA
  • G1 Therapeutics
Prior Public Company Directorships:
  • None
Experience:

EVP of Merck & Co. Inc., Kenilworth, New Jersey, which develops, manufactures and distributes pharmaceuticals, from January 2008 until June 2016, President of Merck Manufacturing Division from 2005 until 2008, and Senior Vice President of Global Procurement at Merck from 2004 to 2005.

Prior to that, Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline, a pharmaceutical company.

Reasons for Nomination:
  • Significant regulatory, manufacturing and procurement experience gained through his service as EVP of Merck & Co., President of Merck Manufacturing Division and Senior Vice President 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.
  • Deep knowledge of manufacturing and technology contributes to strong oversight of our operations and overall cost effectiveness.
David Lilley
Retired Chairman of the Board, President and CEO, Cytec Industries, Inc.

Age: 74
Independent Director since: 2009

Committees:
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • Rockwell Collins, Inc.
  • Andeavor Corporation
  • Arch Chemicals, Inc.
Experience:

Director of PSE&G since April 2020.

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

Reasons for Nomination:
  • In-depth knowledge of product development, manufacturing and sales gained through his years as Chairman of the Board, President and CEO at Cytec Industries.
  • Valuable experience with ultimate responsibility for financial matters and overall business performance.
  • Significant leadership experience that contributes to our Board’s oversight of our operations and adherence to safety and environmental requirements.
  • Broad experience with finance and executive compensation, as well as extensive experience in operational management.
Barry H. Ostrowsky
President and CEO, RWJBarnabas Health

Age: 70
Independent Director since: 2018

Committees:
Current Public Company Directorships:
  • None
Prior Public Company Directorships:
  • None
Experience:

President and CEO of RWJBarnabas Health, West Orange, New Jersey, a comprehensive integrated health care delivery system of hospitals, programs and services since April 2016.

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.

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 management, strategic planning and implementation skills that contribute to the changing landscape of our industry.
  • Broad knowledge of consumers, customer service and health care of great benefit for matters relating to our large customer and employee base.
Scott G. Stephenson
Chairman of the Board, President and CEO, Verisk Analytics, Inc.

Age: 63
Independent Director since: 2020

Committees:
Current Public Company Directorships:
  • Verisk Analytics, Inc.
Prior Public Company Directorships:
  • None
Experience:

Chairman of the Board and CEO of Verisk Analytics, Jersey City, New Jersey, a data analytics and risk assessment company since April 2013 and President since March 2011. 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.

Advisor at Silver Lake Partners, a technology-oriented private equity firm, from 2000 to 2001. Partner with the Boston Consulting Group from 1989 to 1999.

Reasons for Nomination:
  • Significant strategic leadership, financial management and human capital management experience as Chairman 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.
Laura A. Sugg
Retired President, Australasia Division of ConocoPhillips Corporation

Age: 60
Independent Director since: 2019

Committees:
Current Public Company Directorships:
  • 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.

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 ConocoPhilips.
  • 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 ConocoPhilips.
John P. Surma
Retired Chairman and CEO, United States Steel Corporation

Age: 66
Independent Director since: 2019

Committees:
Current Public Company Directorships:
  • Marathon Petroleum Corporation and its consolidated subsidiary, MPLX GP LLC
  • Trane Technologies plc
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 Chairman until December 2013. President and COO of United States Steel from February 2003 to October 2004; Chief Financial Officer (CFO) from January 2002 to February 2003.

Chairman of the Board of the Federal Reserve Bank of Cleveland from 2017 to 2018; Chairman of the National Safety Council from September 2015 to September 2017.

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.
Susan Tomasky
Retired President, AEP Transmission of American Electric Power Corporation

Age: 68
Independent Director since: 2012

Committees:
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:

Director of PSE&G 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.

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.
Alfred W. Zollar
Executive Advisor, Siris Capital Group, LLC and Retired General Manager, Tivoli Software Division of IBM

Age: 66
Independent Director since: 2012

Committees:
Current Public Company Directorships:
  • Bank of New York Mellon
  • Nasdaq, Inc.
Prior Public Company Directorships:
  • Red Hat, Inc.
  • Chubb Corporation
Experience:

Executive Advisor, Siris Capital Group, LLC, New York, New York, a private equity firm, since March 2021 and served as Executive Partner from February 2014 to March 2021.

General Manager, Tivoli Software division of 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 CEO, Lotus Software division, from January 2000 to 2003, and Division General Manager, Network Computer Software division, from 1996 to 2000.

Reasons for Nomination:
  • Broad knowledge in executive leadership, product development and information technology, including cybersecurity.
  • Valuable experience from various leadership roles, including senior management positions in varied IBM software group divisions.
  • Deep executive and managerial experience in oversight of operational excellence, customer satisfaction and cybersecurity.
  • In-depth knowledge of finance and risk management through private equity leadership roles.
Audit Committee

Meetings held in 2020: 9

Key Responsibilities:

  • Oversees the quality and integrity of our accounting, auditing and financial reporting practices and financial statements;
  • Selects and evaluates the work of the independent auditor;
  • Oversees our internal audit functions and our legal and business compliance program;
  • Reviews, the status of material litigation matters, and the guidelines, policies and processes of our risk management program;
  • Reviews disclosure controls and procedures and cybersecurity relating to financial controls;
  • Reviews earnings press releases, financial information and earnings guidance; and
  • Recommends to the Board audited financial statements to be included in our Form 10-K, and the Audit Committee Report for inclusion in this Proxy Statement.

The Board has determined that:

  • All members of the Audit Committee meet heightened independence and qualification criteria and are financially literate;
  • All members of the Audit Committee possess accounting or financial management expertise, as defined in the NYSE rules and Governance Principles; and
  • Each of David Lilley, Barry H. Ostrowsky, and Susan Tomasky is an “audit committee financial expert” under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.

No member of the Audit Committee serves on the Audit Committee of more than three public companies, including ours.

The Audit Committee Report appears under Proposal 3: Ratification of the Appointment of Independent Auditor on page 73.

Corporate Governance Committee

Meetings held in 2020: 4

Key Responsibilities:

  • Oversees the Company’s corporate governance practices;
  • Evaluates the composition and qualifications of the Board, its committees and prospective nominees, assesses the independence of each nominee and makes recommendations to the Board;
  • Oversees the self-evaluation process of the Board and its committees and reviews the Governance Principles and committee charters and makes recommendations to the Board in order to improve effectiveness of the Board and its committees;
  • Oversees sustainability efforts and initiatives, activities and disclosures related to climate change and our political participation activities and expenses;
  • Oversees risk management guidelines, policies, processes and mapping and identifies risks to the Board and its committees;
  • Reviews and approves transactions with related persons;
  • Reviews and makes recommendations to the Board regarding compensation of directors; and
  • Provides input to the O&CC regarding the performance of the CEO as Chairman of the Board.

The nomination process and criteria used are described under Board Membership selection beginning on page 6.

Executive Committee
Ralph Izzo
Ralph Izzo
Chair


Key Responsibilities:

The Executive Committee consists of the Chairman of the Board, the Lead Director and at least one additional independent director. In 2020, the members of the Executive Committee were Ralph Izzo, Shirley Ann Jackson, David Lilley and Susan Tomasky. The authority of the Executive Committee is set forth in our By-Laws. The Committee charters and our By-Laws are posted on our website, https://corporate.pseg.com/​aboutpseg/leadershipandgovernance/​boardofdirectors/committeedescriptions.

Finance Committee

Meetings held in 2020: 5

Key Responsibilities:

  • Oversees corporate financial policies and processes and significant financial decisions;
  • Reviews annually our financial plan, dividend policy, capital structure and cash management policies and practices;
  • Discusses with management our risk assessment and risk management policies;
  • Oversees the investment guidelines for, and investment performance of, the Company’s pension plan trust funds and nuclear decommissioning trust funds; and
  • Reviews with management credit agency ratings and analyses.

Industrial Operations Committee

Meetings held in 2020: 5

Key Responsibilities:

  • Oversees the operations of the Company including electric and natural gas transmission and distribution, nuclear, fossil and other generation and energy trading, as well as related matters;
  • Oversees all matters relating to cyber and physical security across the Company;
  • Provides oversight of crisis management related to operations of the Company;
  • Oversees environmental, health and safety and legal and compliance issues relating to operations;
  • Reviews the results of major inspections and evaluations by external oversight groups such as the NRC and the Institute of Nuclear Power Operations;
  • Reviews the results of significant reports of the PSEG Nuclear Safety Review Board (NSRB), and receives independent reports from the NSRB Committee Representative;
  • Receives and reviews periodic reports from officers and employees who have responsibility for operation of nuclear generating facilities, including regular reports from the Chief Nuclear Officer;
  • Reviews the results of significant reports of the PSEG Cybersecurity Excellence Oversight Board (CEOB), and receives independent reports from the CEOB Committee Representative; and
  • Reviews periodic reports from officers and employees who have responsibility for the Company’s cybersecurity program including regular reports from the Chief Information Security Officer.

Organization and Compensation Committee
David Lilley

Meetings held in 2020: 5

Key Responsibilities:

  • Oversees our executive compensation policies, practices and plans;
  • Reviews the stockholder advisory vote on say-on-pay and considers action in light of that vote;
  • Approves executive compensation targets and awards (with the exception of the CEO, whose compensation is approved by the Board);
  • Monitors the risks associated with our compensation policies and practices and other risks related to human capital management matters (including periodic review of diversity, equity and inclusion, and other workforce initiatives);
  • Selects and oversees the Board’s independent compensation consultant;
  • Evaluates the CEO’s performance and recommends approval of the CEO’s compensation to the Board;
  • Reviews the performance of certain other key members of management as well as key management succession and development plans; and
  • Reviews the Compensation Discussion and Analysis section of, and provides its report in, the annual Proxy Statement.

The Board has determined that:

  • All O&CC members meet heightened independence and qualification criteria in accordance with the NYSE listing standards and SEC rules; and
  • The current composition of the O&CC provides the committee with the requisite expertise and experience to oversee our executive compensation program and assess the alignment of pay for performance.

The O&CC Report on Executive Compensation appears under Proposal 2: Advisory Vote on the Approval of Executive Compensation on page 55.

Construction/​Engineering/​Manufacturing

Nominees with this skill/qualification:

Customer Satisfaction & Sales
Environment/​Science
Government/​Policy/​Regulatory
Industrial Operations
Technology/​Cybersecurity
 
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