2026 Proxy Statement
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Age*: 62
Director Since:
2022
Primary Occupation: Chair of the Board, President and Chief Executive Officer of PSEG
Committees**:
Lead Independent Director
Age*: 73
Independent Director Since:
2012
Primary Occupation: Retired President of AEP Transmission of American Electric Power Corporation
Committees**:
Age*: 70
Independent Director Since:
2016
Primary Occupation: Retired Executive Vice President of Merck & Co. Inc.
Committees**:
Age*: 49
Independent Director Since:
2022
Primary Occupation: Former President of Holcim Building Envelope and Global Head of Solutions and Products Business Unit, Holcim
Committees**:
Age*: 66
Independent Director Since:
2024
Primary Occupation: Retired President and Chief Operating Officer of Westinghouse Electric Company
Age*: 70
Independent Director Since:
2022
Primary Occupation: President of Swarthmore College
Age*: 68
Independent Director Since:
2020
Primary Occupation: Retired Chairman of the Board, President and Chief Executive Officer of Verisk Analytics, Inc.
Committees**:
Age*: 65
Independent Director Since:
2019
Primary Occupation: Retired President of Australasia Division of ConocoPhillips Corporation
Committees**:
Age*: 71
Independent Director Since:
2019
Primary Occupation: Retired Chairman of the Board and Chief Executive Officer of United States Steel Corporation
Committees**:
GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES
Ralph A. LaRossa
Chair of the Board, President and CEO, PSEG Age: 62 Director since: 2022
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Susan Tomasky
Lead Independent Director, PSEG Retired President, AEP Transmission of American Electric Power Corporation Age: 73 Director since: 2012
Committees
Current Public Company Directorships
Prior Public Company Directorships
Experience
Lead Independent 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
Skills and Qualifications & Experience
Willie A. Deese
Retired EVP, Merck & Co. Inc. and President, Merck Manufacturing Division Age: 70 Director since: 2016
Committees
Current Public Company Directorships
Prior Public Company Directorships
Experience
Director of PSE&G (wholly owned subsidiary of PSEG) since December 2023.
Executive Vice President 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 University; BA – Business Administration, North Carolina A&T State University
Reasons for Nomination
Skills and Qualifications & Experience
Jamie M. Gentoso, P.E.
Former President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, Holcim Age: 49 Director since: 2022
Committees
Current Public Company Directorships
Prior Public Company Directorships
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, from March
2021 to March 2025. Previously, CEO of the U.S. 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
Skills and Qualifications & Experience
Ricardo G. Pérez
Retired President and COO, Westinghouse Electric Company Age: 66 Director since: 2024
Current Public Company Directorships
Prior Public Company Directorships
Experience
Senior Vice President 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
Skills and Qualifications & Experience
Valerie A. Smith
President, Swarthmore College Age: 70 Director since: 2022
Current Public Company Directorships
Prior Public Company Directorships
Experience
President of Swarthmore College, a private liberal arts college, since July 2015. 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 to
2006. Served as Woodrow Wilson Professor of Literature, Professor of English and African American Studies,
Princeton University from 2001 to 2015.
Education
PhD – University of Virginia; MA – University of Virginia; BA – Bates College
Reasons for Nomination
Skills and Qualifications & Experience
Scott G. Stephenson
Retired Chairman of the Board, President and CEO, Verisk Analytics, Inc. Age: 68 Director since: 2020
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Skills and Qualifications & Experience
Laura A. Sugg
Retired President, Australasia Division of ConocoPhillips Corporation Age: 65 Director since: 2019
Committees
Current Public Company Directorships
Prior Public Company Directorships
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 General Manager of Midstream of ConocoPhillips.
Education
BS – Chemical Engineering, Oklahoma State University
Reasons for Nomination
Skills and Qualifications & Experience
John P. Surma
Retired Chairman and CEO, United States Steel Corporation Age: 71 Director since: 2019
Committees
Current Public Company Directorships
Prior Public Company Directorships
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
Corporation 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
Skills and Qualifications & Experience
*Mr. Surma transitioned from Independent Chair of the Marathon Petroleum Corporation Board of Directors to its Lead Independent Director. 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 21.
Kenneth Y. Tanji
Experience
Executive Vice President and Chief Financial Officer of Prudential Financial, Inc. from December 2018 to March
2024, 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 from January 2010 to March 2013; Senior Financial Officer of
Prudential Annuities from 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
Skills and Qualifications & Experience
Geisha J. Williams
Retired President and CEO, PG&E Corporation Age: 64 Director since: 2026
Committees
Current Public Company Directorships
Prior Public Company Directorships
Experience
Former President and Chief Executive Officer at PG&E Corporation, a public company focused on natural gas and
electric energy, from 2017 to 2019. President, Electric of Pacific Gas and Electric Company (PG&E Corporation’s
utility subsidiary) from August 2015 to February 2017; the utility’s Executive Vice President, Electric Operations from
June 2011 to August 2015; and the utility’s Senior Vice President, Energy Delivery from December 2007 to May
2011. Before joining PG&E, held officer-level positions leading electric distribution at Florida Power and Light
Company, an electric utility serving customers in Florida.
Education
MBA, Nova Southeastern University; BS - Industrial Engineering, University of Miami
Reasons for Nomination
Skills and Qualifications & Experience
Experience in guiding complex organizations, including developing and implementing corporate strategies and long-term business plans. Nominees with this skill/qualification: 
Experience in capital markets, corporate or private organization finance, or accounting, through managing or serving in such functions at large public companies or private entities, or through service on a public company board. Nominees with this skill/qualification:
* See page page 22 for “audit committee financial expert” information as defined under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.
Experience in managing construction, engineering or manufacturing projects and other related activities. Nominees with this skill/qualification: 
Experience with board oversight and/or management accountability, as well as protecting shareholder and other stakeholder interests. Nominees with this skill/qualification: 
Experience with meeting customer needs and expectations, including optimizing the customer experience, or with the communities we serve through residence, employment or other ties. Nominees with this skill/qualification: 
Experience in utility, energy or nuclear operations. Nominees with this skill/qualification: 
Experience in overseeing, advising or being responsible for environmental, climate or sustainability practices; or understanding of environmental, sustainability and climate policy, regulation, risk or impacts. Nominees with this skill/qualification: 
Experience in law, public policy, government affairs or regulatory matters to provide insight and develop strategies that incorporate current and potential changes, as well as risks, in these areas. Nominees with this skill/qualification: 
Experience in attracting, developing and retaining a talented workforce, as well as fostering an inclusive workplace culture. Nominees with this skill/qualification: 
Experience in businesses with capital intensive and complex infrastructure projects, including the safety of the workforce and the public. Nominees with this skill/qualification: 
Experience overseeing or managing financial, operational, regulatory, reputational and other significant risks that affect our business. Nominees with this skill/qualification: 
Experience with digital technology, including technology innovation, as well as the security and integrity of digital assets and systems and their associated cyber threats, risks and mitigations. Nominees with this skill/qualification:
Audit Committee
Meetings held in 2025: 5
Key Responsibilities
The Board has determined that:
The Audit Committee Report appears under Proposal 5:
Ratification of the Appointment of Independent Auditor on page
87.
1Barry H. Ostrowsky retires from the Board following the 2026 Annual
Meeting.
Executive Committee
Meetings held in 2025: 0
The Executive Committee consists of the Chair of the Board, the Lead Independent Director and at least one additional Independent Director. The authority of the Executive Committee is set forth in our By-Laws. Except as otherwise provided by law, the
Executive Committee has and may exercise all the authority of the Board when the Board is not in session. This committee
meets only if it is impracticable to convene the full Board. The Executive Committee did not meet in 2025.
The committee charters and our By-Laws are posted on our website: corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions (click here)
1Barry H. Ostrowsky retires from the Board following the 2026 Annual
Meeting.
Finance Committee
Meetings held in 2025: 4
Key Responsibilities
1Barry H. Ostrowsky retires from the Board following the 2026 Annual
Meeting.
Governance, Nominating and Sustainability Committee
Meetings held in 2025: 4
Key Responsibilities
The nomination process and criteria used are described under
Board Membership Selection beginning on page 12.
Industrial Operations Committee
Meetings held in 2025: 4
Key Responsibilities
Organization and Compensation Committee
Meetings held in 2025: 6
Key Responsibilities
The Board has determined that:
The O&CC Report on Executive Compensation appears under
Proposal 2: Advisory Vote on the Approval of Executive
Compensation on page 56.
1Barry H. Ostrowsky retires from the Board following the 2026 Annual
Meeting.
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