Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April 19, 2022, Public Service Enterprise Group Incorporated (PSEG) announced
that Ralph Izzo, PSEG's President and Chief Executive Officer (CEO) and the
Chair of PSEG's Board of Directors (the Board) will retire from PSEG, with his
last day as President and CEO being August 31, 2022, and his last day as a
director being December 31, 2022. Pursuant to a letter agreement entered into on
April 18, 2022, Mr. Izzo will serve as executive chair of the Board effective
September 1, 2022, until his retirement from the Board, and during such period
his compensation will be unchanged. Also on April 18, 2022, the Board elected
Ralph A. LaRossa, currently PSEG's Chief Operating Officer, to succeed Mr. Izzo
as President and CEO effective September 1, 2022. By operation of PSEG's
by-laws, Mr. LaRossa will also join the Board when he becomes President on
September 1, 2022. He will assume the additional responsibilities of chair of
the Board on January 1, 2023.
On April 18, 2022, PSEG and Mr. LaRossa entered into a letter agreement to
memorialize his appointment as President and CEO. The agreement also specifies
certain new compensation terms for Mr. LaRossa, effective September 1, 2022,
including a base salary of $1,250,000, a target annual incentive equal to 130%
of base salary and 2022 supplemental long-term incentive awards with a total
value of $4,850,000. He will continue to participate in the other compensation
and benefit programs in which he currently participates.
Information regarding Mr. LaRossa's business experience and qualifications is
disclosed in PSEG's Annual Report on Form 10-K for the year ended December 31,
2021, which was filed with the Securities and Exchange Commission (SEC) on
February 24, 2022 , and is incorporated herein by reference. Other than those
disclosed in PSEG's Definitive Proxy Statement relating to its 2022 Annual
Meeting of Stockholders, which was filed with the SEC on March 10, 2022 , and
is incorporated herein by reference, there are no transactions involving
Mr. LaRossa that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
There is no arrangement or understanding between Mr. LaRossa and any other
persons pursuant to which Mr. LaRossa was selected as an officer, and there are
no family relationships between Mr. LaRossa and any of our directors or
executive officers.
A copy of the press release issued by PSEG on April 19, 2022, is attached hereto
as Exhibit 99.1. Copies of the letter agreement between Mr. Izzo and PSEG and
the letter agreement between Mr. LaRossa and PSEG are attached hereto as
Exhibits 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Letter Agreement between PSEG and Ralph Izzo dated April 18, 2022
Exhibit 10.2 Letter Agreement between PSEG and Ralph A. LaRossa dated
April 18, 2022
Exhibit 99.1 Press Release dated April 19, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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