DEF: PSEG Sets 2026 Annual Meeting Agenda, Proposes Governance Changes
Sentiment:
Proxy Statement
Public Service Enterprise Group (PSEG) announces its 2026 Annual Meeting agenda, including director elections, executive compensation approval, and proposals to eliminate supermajority voting requirements.
Capital raiseThe company is seeking shareholder approval to increase the number of shares available under the Employee Stock Purchase Plan (ESPP) by 3,000,000 shares.These shares may be acquired directly from PSEG or purchased on the open market through an independent agent.The additional shares are needed as the existing reserve of 672,250 shares is insufficient for the program to continue beyond 2027 or sooner with increased participation.
Better than expectedOperating Revenues increased to $12,168 million in 2025 from $10,290 million in 2024.Net Income increased to $2,111 million in 2025 from $1,772 million in 2024.Operating Earnings (non-GAAP) increased to $2,029 million in 2025 from $1,839 million in 2024.Diluted Net Income EPS increased to $4.22 in 2025 from $3.54 in 2024.Operating Earnings (non-GAAP) EPS increased to $4.05 in 2025 from $3.68 in 2024.Dividends Paid per Share increased to $2.52 in 2025 from $2.40 in 2024.The 2023-2025 PSU payout of 163% indicates strong performance against targets, including top quartile relative TSR and exceeding the 2025 EPS target.
Summary
- The Annual Meeting of Stockholders will be held on Tuesday, April 21, 2026, at 1:00 p.m. Eastern Time in a virtual-only format.
- Shareholders will vote on the election of eleven members to the Board of Directors, an advisory vote on executive compensation, three management proposals to eliminate supermajority voting requirements, an increase in shares available under the Employee Stock Purchase Plan (ESPP), and the ratification of Deloitte & Touche LLP as independent auditor for 2026.
- PSEG reported 2025 Operating Revenues of $12,168 million, Net Income of $2,111 million, and Operating Earnings (non-GAAP) of $2,029 million.
- Diluted Net Income Earnings Per Share (EPS) was $4.22 in 2025, and Operating Earnings (non-GAAP) EPS was $4.05.
- Dividends Paid per Share were $2.52 in 2025, up from $2.40 in 2024.
- The year-end market price per share was $80.30 in 2025, down from $84.49 in 2024.
- Executive compensation programs received strong shareholder support in 2025 with 93.8% approval for the say-on-pay proposal.
- The 2023-2025 Performance Share Unit (PSU) grants resulted in a 163% payout, driven by top quartile Total Shareholder Return (TSR) and exceeding the 2025 EPS target.
- Management proposes to increase the number of shares available under the ESPP by 3,000,000 shares, as the existing reserve of 672,250 shares is insufficient beyond 2027.
- The proposals to eliminate supermajority voting requirements, which received 98% support of votes cast in prior years, still require an 80% affirmative vote of outstanding shares to pass.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this filing positively due to strong financial performance, increased dividends, high shareholder support for executive compensation, and significant progress in sustainability initiatives, despite a slight dip in year-end stock price and ongoing challenges with supermajority voting.
Positives
- Strong financial performance in 2025 with Operating Revenues up to $12,168 million from $10,290 million in 2024, Net Income up to $2,111 million from $1,772 million, and Operating Earnings (non-GAAP) up to $2,029 million from $1,839 million.
- Diluted Net Income EPS increased to $4.22 in 2025 from $3.54 in 2024, and Operating Earnings (non-GAAP) EPS increased to $4.05 from $3.68.
- Consistent dividend growth, with $2.52 paid per share in 2025, up from $2.40 in 2024.
- Executive compensation programs received strong shareholder support with 93.8% approval in the 2025 say-on-pay vote.
- 2023-2025 PSU grants achieved a 163% payout, driven by top quartile Total Shareholder Return (TSR) and exceeding the 2025 EPS target.
- Continued commitment to Board refreshment with five new Independent Directors added since 2022.
- Awarded "Trendsetter" recognition by CPA-Zicklin Index for Corporate Political Disclosure and Accountability for three consecutive years.
- PSE&G's Gas System Modernization Program (GSMP) reduced methane emissions by over 30% compared to 2018 levels.
- New Jersey Board of Public Utilities (BPU) approved approximately $2.9 billion for the PSE&G Clean Energy Future Energy Efficiency II Program through June 2027.
- Recognized as one of Newsweek's 2026 Americas Most Responsible Companies, ranking in the top ten and as the top utility in the Energy and Utilities Industry.
- MSCI rates PSEG at AA, a leader in corporate environmental, social and governance performance.
- Included in the 2025 JUST 100 list by JUST Capital.
- Strong corporate governance practices, including all directors standing for annual election, majority voting for directors, and year-round shareholder engagement.
- The PSEG Foundation awarded over $7.9 million to organizations in 2025, and corporate giving funded $4.6 million.
Negatives
- The year-end market price per share decreased to $80.30 in 2025 from $84.49 in 2024.
- Despite strong shareholder support (98% of votes cast) for eliminating supermajority voting requirements in 2023, 2024, and 2025, the proposals did not receive the requisite 80% of outstanding shares approval.
- The Sustainability Index for 2023-2025 PSU payout was 89%, with gas savings below target (though within BPU range) and methane reductions below target threshold.
- Three directors (Kenneth Y. Tanji, Ricardo G. Prez, Geisha J. Williams) have not yet met their stock ownership requirements.
Risks
- Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated.
- Cybersecurity threats and incidents could impact technology systems and business operations, requiring continuous monitoring and mitigation efforts.
- Regulatory and legal requirements, including changes in energy policy and the dynamic regulatory environment, pose ongoing challenges to the business.
- The Board oversees a range of significant risks including strategic, financial, operational, climate and environmental, human capital management, health and safety, and reputational risks.
- The existing share reserve for the Employee Stock Purchase Plan (ESPP) is insufficient to continue the program beyond 2027 or sooner with increased participation, necessitating shareholder approval for an increase.
Future Outlook
PSEG's business plan focuses on achieving growth by allocating capital primarily toward regulated investments to improve sustainability and predictability, modernize energy infrastructure, enhance reliability and resilience, and increase energy efficiency. The company aims to provide 100% carbon-free generation from its nuclear fleet and continues investment in electric vehicle (EV) charging infrastructure. The additional 3,000,000 shares requested for the ESPP are anticipated to last approximately 10 years based on current participation levels.
Management Comments
- We designed the format of the virtual Annual Meeting to ensure that our stockholders who attend the virtual Annual Meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting.
- YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE PROMPTLY VOTE YOUR SHARES VIA THE INTERNET, BY TELEPHONE OR FOR THOSE WHO REQUEST PAPER COPIES OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE PROXY CARD MAILED TO YOU.
- Ensuring that our Board has the optimal balance of skills, viewpoints, perspectives and experiences is a top priority of the Board and the Governance, Nominating and Sustainability Committee.
- Refreshing our Board is important to provide new perspectives and ideas while ensuring sufficient experience and institutional knowledge to help mitigate risk.
- The Board has determined that, at the present time, it is in the best interests of the Company and stockholders for all three positions of Chair of the Board, President and CEO to be combined under the leadership of Ralph A. LaRossa.
- Our Board remains focused on strong governance, something we know is essential to meeting the needs of all our stakeholders. Our commitment to responsibility and accountability highlights our deep ties to the communities we serve and our longstanding focus on corporate social responsibility.
- The objective of PSEGs risk management program is to support the achievement of growth and business objectives within acceptable risk levels.
- We recognize that strong governance and sustainability are critical to achieving our vision and meeting stakeholder needs.
- Our values speak to who we are as a Company and how we work towards our mission and vision.
- The Board believes that the proposed share increase is necessary to ensure that PSEG has a sufficient reserve of shares available to continue the ESPP.
Industry Context
StockSavvy.ai notes that PSEG's focus on regulated investments, infrastructure modernization, and clean energy initiatives aligns with broader utility industry trends towards decarbonization and grid resilience. The company's strong ESG ratings (MSCI AA, JUST 100) position it favorably among peers, reflecting increasing investor and regulatory emphasis on sustainability. The continued push to eliminate supermajority voting requirements also reflects a growing trend in corporate governance to enhance shareholder democracy, though the persistent failure to achieve the 80% threshold highlights the challenges in enacting such changes even with majority support.
Comparison to Industry Standards
- PSEG's 2025 #1 ranking in Customer Satisfaction with Residential Electric Service in the East Among Large Utilities by J.D. Power indicates superior performance compared to regional competitors.
- The "ReliabilityOne Outstanding System Resiliency Award" and "Outstanding Customer Engagement Award" from PA Consulting suggest PSEG's operational reliability and customer service exceed industry averages.
- The "ReliabilityOne Award for Outstanding Metropolitan Service Area Reliability Performance in the Mid-Atlantic Region for the 24th consecutive year" demonstrates sustained top-tier reliability, potentially outperforming many utilities in dense urban areas.
- PSEG's MSCI AA rating places it among leaders in corporate environmental, social, and governance performance, comparable to top-tier global utilities committed to sustainability.
- The "Trendsetter" recognition on the CPA-Zicklin Index for Corporate Political Disclosure and Accountability for three years in a row indicates PSEG's transparency practices are among the best in the S&P 500, with only 112 companies achieving this level in 2025.
- The 2023-2025 PSU payout of 163% driven by top quartile Total Shareholder Return (TSR) relative to its peer panel (Ameren, AEP, CenterPoint, CMS Energy, Con Edison, Dominion Energy, DTE Energy, Duke Energy, Edison International, Entergy, Eversource Energy, Exelon, FirstEnergy, PPL, Sempra Energy, Southern Company, WEC Energy Group, Xcel Energy Inc.) suggests strong relative performance.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Lead Independent Director | Susan Tomasky | Willie A. Deese | Following the 2026 Annual Meeting | Regular Board refreshment and conclusion of current term. |
| Chair of the Audit Committee | Barry H. Ostrowsky | Kenneth Y. Tanji | Following the 2026 Annual Meeting | Regular Board refreshment and Mr. Ostrowsky's retirement. |
| Chair of the Finance Committee | Scott G. Stephenson | Laura A. Sugg | Following the 2026 Annual Meeting | Regular Board refreshment. |
| Chair of the Governance, Nominating and Sustainability Committee | Willie A. Deese | John P. Surma | Following the 2026 Annual Meeting | Regular Board refreshment. |
| Chair of the Industrial Operations Committee | Laura A. Sugg | Scott G. Stephenson | Following the 2026 Annual Meeting | Regular Board refreshment. |
| Chair of the Organization and Compensation Committee | John P. Surma | Valerie A. Smith | Following the 2026 Annual Meeting | Regular Board refreshment. |
| Director | Barry H. Ostrowsky | NA | Following the 2026 Annual Meeting | Retirement from the Board. |
| Director | NA | Geisha J. Williams | March 2026 | New Independent Director appointment as part of Board refreshment. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Proposed Amendment to Certificate of Incorporation (Article 7) | Eliminate supermajority voting requirements for certain business combinations, changing from 80% to a majority of outstanding shares. | If approved by shareholders at 2026 Annual Meeting | Enhances shareholder democracy by lowering the threshold for approving significant corporate actions. |
| Proposed Amendment to Certificate of Incorporation (Article 8) and By-Laws (Article I, Section 1(d)) | Eliminate supermajority voting requirements to remove a Director without cause, changing from 80% to a majority of outstanding shares. | If approved by shareholders at 2026 Annual Meeting | Increases Board accountability to shareholders by simplifying director removal. |
| Proposed Amendment to Certificate of Incorporation (Article 9) | Eliminate supermajority voting requirement to make certain amendments to By-Laws, changing from 80% to a majority of outstanding shares. | If approved by shareholders at 2026 Annual Meeting | Streamlines the process for amending company bylaws, making governance more responsive. |
| Director Compensation Policy | Increase to the annual retainer for non-management Directors from $120,000 to $125,000. | May 1, 2026 | Aims to maintain competitiveness in attracting and retaining high-quality Board members. |
| Stock Ownership Requirement for Directors | Increase in required ownership level from $720,000 (6x $120,000 retainer) to $750,000 (6x $125,000 retainer). | May 1, 2026 | Further aligns directors' interests with long-term shareholder value. |
| Executive Compensation Long-Term Incentive Plan (LTIP) Metrics | For 2026-2028 PSU awards, removed the Sustainability component and weighted TSR and EPS Growth 50% each. | February 2026 (for 2026 grants) | Refocuses long-term incentives on core financial and stock performance, with sustainability metrics moved to annual incentives. |
| Retirement Notice Program | Implemented a 6-month retirement notice program, allowing retirement-eligible employees to fully vest in outstanding RSUs and PSUs if notice is provided. | April 1, 2024 | Supports succession planning and knowledge transfer while incentivizing retention of experienced personnel. |
| Excise Tax Treatment for Change-in-Control Severance | Transitioned from an automatic cut back to a 'best net' provision for excise tax, meaning executives receive the greater of full benefit (paying excise tax) or reduced benefit (no excise tax), with no company gross-up. | NA (policy change) | Aligns with best practices to avoid company gross-ups for excise taxes while providing competitive severance. |
| Pension Plan Merger | Pension Plan II was merged into the Pension Plan. | January 1, 2026 | Simplifies the company's pension structure. |
Related Party Transactions
- Christopher LaRossa, brother of CEO Ralph A. LaRossa, is an employee of PSE&G, serving as Senior District Manager Regulatory Policy and Procedure since 2016.
- His total compensation in 2025 was within the range set for comparable positions ($132,800-$246,800 salary plus 20% target incentive), and he received standard health and welfare benefits.
- CEO Ralph A. LaRossa had no direct responsibility or influence over his brother's work or compensation.
- The Governance Committee reviewed and approved this transaction, determining it to be in the best interest of PSEG and its stockholders.
Stakeholder Impact
- Shareholders: Potential for increased influence through proposed elimination of supermajority voting, continued strong financial returns, and alignment of executive/director compensation with performance. Dilution risk from ESPP share increase is minimal (approximately 0.6% of outstanding shares).
- Employees: Enhanced benefits through the proposed increase in ESPP shares, competitive compensation, comprehensive total rewards program, and a 6-month retirement notice program for equity vesting. Strong focus on safety, inclusion, and professional development.
- Customers: Continued investment in infrastructure modernization, energy efficiency programs (approximately $2.9 billion for Clean Energy Future Energy Efficiency II), and gas system modernization (approximately $1.4 billion for GSMP phase three) aimed at improving reliability, resilience, and customer satisfaction.
- Communities: Significant corporate giving (approximately $4.6 million) and PSEG Foundation awards (over $7.9 million) supporting environmental sustainability, social justice, equity, and economic empowerment, including a $1.5 million Community Relief Initiative. Focus on hiring unemployed/underemployed New Jersey residents for clean energy careers.
- Creditors: Strong financial health and disciplined capital allocation strategy contribute to creditworthiness.
- Suppliers: Engagement with suppliers is part of the company's operations and risk management, with a Supplier Code of Conduct.
Next Steps
- Annual Meeting of Stockholders on April 21, 2026, to vote on director elections, executive compensation, supermajority voting elimination, ESPP share increase, and auditor ratification.
- If approved, the Board will take steps to implement proposed amendments to the Certificate of Incorporation and By-Laws to eliminate supermajority voting requirements.
- If approved by stockholders, the proposed increase in ESPP shares will become effective, and a registration statement on Form S-8 will be filed on or after May 1, 2026.
- The Lead Independent Director and Committee Chair roles are anticipated to be refreshed following the 2026 Annual Meeting.
- The 2026-2028 PSU awards will be calculated based on relative TSR and EPS Growth over the performance period.
- The PSE&G Clean Energy Future Energy Efficiency II Program will continue through June 2027.
- Phase three of PSE&G's Gas System Modernization Program (GSMP) will run from January 2026 to December 2028.
- Stockholder proposals for the 2027 Annual Meeting must be received by November 12, 2026.
Key Dates
| Date | Description |
|---|---|
| 1934 | Deloitte (or its predecessors) began performing the annual audit of PSEG. |
| 1986 | Employee Stock Purchase Plan (ESPP) was originally adopted. |
| 1989 | Scott G. Stephenson became a Partner with the Boston Consulting Group. |
| 1993-03-01 | Susan Tomasky became General Counsel of the U.S. Federal Energy Regulatory Commission (FERC). |
| 1997-06-30 | Susan Tomasky concluded her role as General Counsel of FERC. |
| 1998-07-01 | Susan Tomasky held executive positions with American Electric Power Corporation (AEP). |
| 2001 | Christopher LaRossa began employment with PSE&G. |
| 2001 | Scott G. Stephenson held various leadership positions at Verisk Analytics. |
| 2001 | Valerie A. Smith became Woodrow Wilson Professor of Literature, Professor of English and African American Studies, Princeton University. |
| 2001 | Laura A. Sugg became VP of Worldwide Gas of Phillips Petroleum. |
| 2002-01-01 | John P. Surma became CFO of United States Steel Corporation. |
| 2002-01-01 | Valerie A. Smith became Director of Princeton University's Program in African American Studies. |
| 2003 | ESPP previously authorized 2,000,000 shares. |
| 2003-02-01 | John P. Surma became President and COO of United States Steel Corporation. |
| 2003-10-01 | Laura A. Sugg became General Manager-Human Resources, exploration and production of ConocoPhillips. |
| 2004-10-01 | John P. Surma became Chairman and CEO of United States Steel Corporation. |
| 2004 | Willie A. Deese became SVP of Global Procurement at Merck. |
| 2005 | Willie A. Deese became President of Merck Manufacturing Division. |
| 2005-07-01 | Laura A. Sugg became President, Australasia Division of ConocoPhillips Corporation. |
| 2006-08-01 | Kenneth Y. Tanji became Senior Financial Officer of Prudential Annuities. |
| 2006-10-01 | Ralph A. LaRossa became President and COO of PSE&G. |
| 2007-02-28 | Laura A. Sugg concluded her role as President, Australasia Division of ConocoPhillips Corporation. |
| 2007-03-01 | Jamie M. Gentoso held various leadership positions at Sika Corporation US. |
| 2007-12-01 | Geisha J. Williams became Senior Vice President, Energy Delivery at Pacific Gas and Electric Company. |
| 2008-01-01 | Willie A. Deese became Executive Vice President of Merck & Co. Inc. |
| 2008-02-01 | Company stock split two for one, adjusting ESPP shares to approximately 4,000,000. |
| 2008-05-01 | Susan Tomasky became President, AEP Transmission of American Electric Power Corporation. |
| 2009 | No stock options have been granted since this year. |
| 2010-01-01 | Kenneth Y. Tanji became CFO of Prudential's International businesses. |
| 2010-01-01 | Ricardo G. Prez held various leadership roles at Westinghouse Electric Company, including President and COO. |
| 2011-07-01 | Susan Tomasky concluded her role as President, AEP Transmission. |
| 2011-06-01 | Geisha J. Williams became Executive Vice President, Electric Operations at Pacific Gas and Electric Company. |
| 2011-03-01 | Scott G. Stephenson became President of Verisk Analytics. |
| 2011-07-01 | Valerie A. Smith became Dean of the College, Princeton University. |
| 2012 | Susan Tomasky joined the Board. |
| 2013 | Shareholder proposal submitted on supermajority voting requirements. |
| 2013-03-01 | Kenneth Y. Tanji became SVP and Treasurer at Prudential Financial, Inc. |
| 2013-04-01 | Scott G. Stephenson became Chairman of the Board and CEO of Verisk Analytics. |
| 2013-09-01 | John P. Surma concluded his role as Chairman and CEO of United States Steel Corporation. |
| 2013-12-01 | John P. Surma concluded his role as Executive Chair of United States Steel Corporation. |
| 2013-01-01 | Ricardo G. Prez became Senior Vice President and Chief Administrative Officer, and SVP, Nuclear Operations Support and Projects at Tennessee Valley Authority. |
| 2014 | Management proposal submitted on supermajority voting requirements. |
| 2015 | Proxy access provisions adopted by the Board. |
| 2015-07-01 | Valerie A. Smith became President of Swarthmore College. |
| 2015-08-01 | Geisha J. Williams became President, Electric of Pacific Gas and Electric Company. |
| 2015-09-01 | John P. Surma became Chair of the National Safety Council. |
| 2016 | Willie A. Deese joined the Board. |
| 2016 | Christopher LaRossa served as Senior District Manager Regulatory Policy and Procedure. |
| 2016-06-01 | Willie A. Deese concluded his role as Executive Vice President of Merck & Co. Inc. |
| 2017 | Geisha J. Williams became President and Chief Executive Officer at PG&E Corporation. |
| 2017-09-01 | Jamie M. Gentoso became VP of Sales and Marketing, Construction Specialties. |
| 2017-10-01 | Ralph A. LaRossa became President and COO of PSEG Power. |
| 2017-09-01 | John P. Surma concluded his role as Chair of the National Safety Council. |
| 2017-01-01 | Ricardo G. Prez concluded his role at Tennessee Valley Authority. |
| 2017-01-01 | John P. Surma became Chair of the Board of the Federal Reserve Bank of Cleveland. |
| 2018-05-01 | Jamie M. Gentoso became CEO of the U.S. Cement Operations for Holcim. |
| 2018-12-01 | Kenneth Y. Tanji became Executive Vice President and Chief Financial Officer of Prudential Financial, Inc. |
| 2018-01-01 | John P. Surma concluded his role as Chair of the Board of the Federal Reserve Bank of Cleveland. |
| 2019 | Laura A. Sugg joined the Board. |
| 2019 | Geisha J. Williams concluded her role as President and CEO at PG&E Corporation. |
| 2020 | Scott G. Stephenson joined the Board. |
| 2020-01-01 | Ralph A. LaRossa became COO of PSEG. |
| 2020-02-01 | Susan Tomasky became a member of the Advisory Board of certain Fidelity funds. |
| 2020-04-01 | Susan Tomasky became Director of PSE&G. |
| 2020-06-01 | Susan Tomasky concluded her role on the Advisory Board of certain Fidelity funds. |
| 2021-03-01 | Jamie M. Gentoso became President of Holcim Building Envelope, Global Head of Solutions & Products Business Unit, and Executive Committee member at Holcim. |
| 2022 | Jamie M. Gentoso and Valerie A. Smith joined the Board. |
| 2022 | Five new Independent Directors added since this year. |
| 2022-04-01 | Susan Tomasky became Lead Independent Director of PSEG. |
| 2022-05-01 | Scott G. Stephenson concluded his role as Chairman of the Board and CEO of Verisk Analytics. |
| 2022-09-01 | Ralph A. LaRossa became President and CEO of PSEG. |
| 2022-09-01 | Ralph A. LaRossa became Chair of the Boards of PSE&G, PSEG Power, PSEG Energy Holdings and PSEG Services Corporation. |
| 2022-08-01 | Ralph A. LaRossa concluded his role as COO of PSEG and President and COO of PSEG Power. |
| 2022-12-01 | Board adopted an amendment to the By-Laws to add a customary advance notice provision for stockholder proposals. |
| 2023 | Kenneth Y. Tanji joined the Board. |
| 2023 | Management proposal submitted on supermajority voting requirements. |
| 2023-02-01 | Board adopted an amendment to the By-Laws to reduce the threshold needed to call a special meeting of the stockholders from a majority to 25% of holders entitled to cast votes. |
| 2023-01-01 | Current lead engagement partner for Deloitte was appointed. |
| 2023-12-01 | Willie A. Deese became Director of PSE&G. |
| 2024 | Ricardo G. Prez joined the Board. |
| 2024 | Management proposal submitted on supermajority voting requirements. |
| 2024-04-01 | Company implemented a 6-month retirement notice program. |
| 2024-09-01 | Grace H. Park was promoted to EVP and General Counsel. |
| 2024-12-01 | O&CC increased Mr. LaRossa's 2025 base salary by 3.0% and LTI award by 5.9%. |
| 2025-01-01 | Pension Plan II was amended to provide new hires with a retirement program choice. |
| 2025-01-01 | All NEOs salaries, except the CEO's, increased by 3.5%. |
| 2025-01-01 | Grace H. Park received an additional 4.2% salary increase due to her new role. |
| 2025-01-01 | PSE&G Clean Energy Future Energy Efficiency II Program with a budget of approximately $2.9 billion began. |
| 2025-01-01 | New Building Decarbonization and Demand Response offerings approved. |
| 2025-02-11 | LTIP awards were granted to NEOs. |
| 2025-03-01 | Jamie M. Gentoso concluded her role at Holcim. |
| 2025-07-17 | BlackRock, Inc. filed Schedule 13G. |
| 2025-09-01 | Governance Committee recommended, and the Board approved, an increase to the annual retainer for non-management Directors from $120,000 to $125,000, effective May 1, 2026. |
| 2025-10-27 | Prime plus 1/2% investment option was eliminated from Deferred Compensation Plan. |
| 2025-12-15 | O&CC unanimously recommended increasing shares under ESPP. |
| 2025-12-16 | Board unanimously approved increasing shares under ESPP, subject to stockholder approval. |
| 2025-12-31 | End of fiscal year 2025. |
| 2025-12-31 | 49% of PSEG employee population participated in ESPP. |
| 2025-12-31 | 672,250 shares remaining available for sale under ESPP. |
| 2025-12-31 | Company and its subsidiaries had 13,189 employees. |
| 2025-12-31 | Outstanding equity awards at year-end. |
| 2025-12-31 | PSUs for 2023-2025 performance period ended. |
| 2026-01-01 | Pension Plan II merged into the Pension Plan. |
| 2026-01-01 | PSE&G's GSMP phase three with approximately $1.4 billion investment begins. |
| 2026-01-29 | State Street Corporation filed Schedule 13G. |
| 2026-01-30 | Vanguard Group, Inc. filed Schedule 13G. |
| 2026-02-20 | Record date for stockholders entitled to vote at the Annual Meeting. |
| 2026-02-23 | Compensation Committee Report and Audit Committee Report dates. |
| 2026-02-24 | PSU value determination date for 2023 grants. |
| 2026-03-01 | Geisha J. Williams joined the Board. |
| 2026-03-12 | Approximate date Notice, Proxy Statement, and proxy card were first sent/given to security holders. |
| 2026-04-20 | Deadline for internet/phone voting (11:59 p.m. Eastern Time). |
| 2026-04-21 | Annual Meeting of Stockholders at 1:00 p.m. Eastern Time. |
| 2026-05-01 | New annual retainer for non-management Directors of $125,000 becomes effective. |
| 2026-05-01 | Registration statement on Form S-8 for additional ESPP shares to be filed. |
| 2026-11-12 | Final date for receipt of stockholder proposals for the 2027 Annual Meeting. |
| 2027 | Current collective bargaining agreements with six unions remain in place until this year. |
| 2027-06-30 | PSE&G Clean Energy Future Energy Efficiency II Program concludes. |
| 2027-12-31 | End of 2025-2027 performance period for PSUs. |
| 2028-12-31 | PSE&G's GSMP phase three concludes. |
Recommendation
holdPSEG demonstrates solid financial performance and a clear strategic direction focused on regulated growth and sustainability, which are positive long-term indicators for a utility. The company's commitment to strong governance and shareholder engagement is also commendable. However, the slight dip in year-end stock price and the ongoing challenge in eliminating supermajority voting requirements, despite strong shareholder support, introduce minor uncertainties. The proposed ESPP share increase is a minor dilution but generally positive for employee alignment. Overall, the filing reinforces PSEG as a stable, well-managed utility, warranting a 'hold' recommendation for investors seeking consistent returns rather than aggressive growth.
Keywords
PSEG, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Supermajority Voting, Employee Stock Purchase Plan, ESPP, Financial Performance, Sustainability, Utility, Energy, SEC Filing, Shareholder Vote, Risk Management, Cybersecurity, ESG, Dividends, EPS
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