Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to PG&E Corporation Officer Severance Policy
On September 24, 2020, the Compensation Committee of the Board of Directors of
PG&E Corporation (the "Compensation Committee") approved amendments to the PG&E
Corporation 2012 Officer Severance Policy (the "Severance Policy"), which
provides benefits to officers of both PG&E Corporation and Pacific Gas and
Electric Company (the "Utility"). Under the Severance Policy, the Boards of
Directors of PG&E Corporation and the Utility will have a right to cancel,
reduce or require forfeiture of certain payments or benefits from (i) certain
"executive officers" (as such term is defined in the Severance Policy) of PG&E
Corporation and the Utility in the event of any felony conviction of PG&E
Corporation or the Utility related to public health and safety or financial
misconduct by PG&E Corporation or the Utility following its July 1, 2020
emergence from Chapter 11, provided that such executive officer was serving as
an executive officer of PG&E Corporation or the Utility, as applicable, at the
time of the underlying conduct that led to the conviction ("Company
Conviction"), or (ii) either company's chief executive officer or chief
financial officer if that company is required to restate its financial
statements due to such company's material non-compliance with federal or state
financial reporting requirements as a result of misconduct, so long as the
officer was serving as chief executive officer or chief financial officer during
the period for which the financial statement is restated, and provided that such
limitation applies only to benefits that the officer would be eligible to
receive during the 12 months following the first public issuance or filing of
the financial statements with the SEC.
In addition, the Boards of Directors of PG&E Corporation and the Utility will
have a right to recoup or require reimbursement or repayment of rights,
payments, and benefits from certain executive officers in the event such
executive officers engaged in misconduct that materially contributed to some of
the actions or omissions on which the Company Conviction is based. The
Severance Policy also provides for a pro-rata payment of short-term incentive
plan ("STIP") awards upon severance, to be paid at the same time as other
participants, so long as the severed officer was employed at least six months
during the applicable STIP performance year, subject to the Compensation
Committee's or applicable Board of Director's discretion to increase, decrease,
or eliminate such payment.
Compensation of Interim Chief Financial Officer of PG&E Corporation
As previously reported on September 22, 2020, the Board of Directors of PG&E
Corporation appointed Chris Foster as Interim Chief Financial Officer of PG&E
Corporation, effective September 26, 2020.
On September 24, 2020, the Compensation Committee approved the terms of Mr.
Foster's compensation for his service as Interim Chief Financial Officer of PG&E
Corporation. In addition to Mr. Foster's current annual salary, Mr. Foster will
receive a monthly fee of $20,000 per month for his service as Interim Chief
Financial Officer.
Separation Agreement with Andrew M. Vesey
On September 22, 2020, Andrew M. Vesey, former Chief Executive Officer,
President and director of the Utility entered into a separation agreement (the
"Separation Agreement") with the Utility. The Separation Agreement provides for
a one-time severance payment in respect of base salary and bonus consistent with
the Officer Severance Policy as described in PG&E Corporation and the Utility's
joint annual report on Form 10-K/A filed on March 31, 2020. The Separation
Agreement further provides for an additional $850,000 cash payment to Mr. Vesey
corresponding to his target annual cash bonus amount for 2020.
The foregoing descriptions of the amendments to the Severance Policy and Mr.
Vesey's Separation Agreement are qualified in their entirety by the full texts
of the amended Severance Policy and of the Separation Agreement, which will be
filed as exhibits to PG&E Corporation and the Utility's quarterly report on Form
10-Q for the quarter ending September 30, 2020.
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