Sector: Utilities
PG&E CORP · Meeting: May 21, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors of PG&E Corporation and Pacific Gas and Electric Company
Bahri has served since July 2020 (about 6 years); PCG's 3-year return of +17.2% trails the peer median by 28.4 percentage points, which is below the 35-point threshold required to trigger a vote against under the low-positive-TSR band, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Campbell has served since April 2019 (about 7 years); the 3-year TSR gap of -28.4pp versus peer median does not reach the 35pp trigger threshold; she holds one outside public board seat (TC Energy), well within the three-board limit; no independence, attendance, or qualifications concerns identified.
Cannizzaro joined in February 2023 (approximately 3 years), which means he was not on the board for the bulk of the 3-year underperformance period and joined while underperformance was already partly established; the 3-year gap of -28.4pp does not reach the 35pp trigger anyway; he holds one outside public board seat and brings strong audit expertise as a former KPMG global partner.
Cooper has served since July 2020 (about 6 years); the 3-year TSR underperformance gap of -28.4pp versus peers falls short of the 35pp trigger threshold; she holds one outside public board seat (Upstart Holdings); no attendance, independence, or qualifications issues identified.
Denault joined in February 2025, less than 24 months ago, so he is exempt from the TSR trigger under the new-director exemption; he brings deep utility CEO and CFO experience from Entergy and holds one outside public board seat.
Denecour has served since July 2020 (about 6 years); the 3-year peer underperformance gap of -28.4pp does not meet the 35pp trigger threshold; no overboarding, attendance, or independence concerns identified, and she brings relevant cybersecurity and technology expertise.
Ferguson has served since July 2020 (about 6 years); the 3-year TSR gap of -28.4pp versus peer median does not trigger the 35pp threshold; he holds one outside public board seat (VSE Corporation) and brings nuclear operations and risk management expertise relevant to PG&E's operations.
Fugate has served since July 2020 (about 6 years); the 3-year peer underperformance gap of -28.4pp falls below the 35pp trigger threshold; he holds one outside public board seat (Genasys) and brings directly relevant emergency management and wildfire expertise.
Harris has served since July 2020 (about 6 years); the 3-year TSR gap of -28.4pp does not meet the 35pp trigger threshold; he holds no current outside public company board seats and brings clean energy industry and audit expertise.
Hernandez has served since March 2022 (about 4 years); the 3-year peer underperformance gap of -28.4pp does not reach the 35pp trigger threshold; he holds one outside public board seat (Granite Construction) and brings relevant legal, risk, and governance experience.
Larsen joined in May 2025, less than 24 months ago, so he is fully exempt from the TSR trigger under the new-director exemption; he brings extensive utility CEO experience from Alliant Energy.
Poppe joined the board in January 2021 (about 5 years) and is the CEO; the 3-year peer underperformance gap of -28.4pp does not reach the 35pp trigger threshold required for her tenure band; she holds no outside public company board seats, and the policy's executive-director TSR trigger does not fire here independent of the Say on Pay analysis.
Singh joined the board in March 2023 (approximately 3 years); the 3-year TSR gap of -28.4pp does not reach the 35pp trigger threshold, and as a utility-only director and current Utility CEO, he brings directly relevant operational expertise with no overboarding concerns.
Smith has served since October 2019 (about 6 years); the 3-year peer underperformance gap of -28.4pp falls below the 35pp trigger threshold; he holds no current outside public company board seats listed as public companies and brings deep technology and operations experience.
Wilson has served since July 2020 (about 6 years); the 3-year TSR underperformance gap of -28.4pp does not meet the 35pp trigger threshold; he holds no current outside public company board seats and brings relevant environmental law and governance expertise as Audit Committee Chair.
All 15 director nominees receive a FOR vote. PG&E's 3-year stock return of +17.2% trails the company-disclosed peer group median by 28.4 percentage points, which is meaningful but falls below the 35-percentage-point threshold required to trigger votes against directors under the low-positive-TSR policy band. No directors are overboarded, attendance was 99% across the board, all non-employee directors are independent, no familial relationships exist, and the board has a well-disclosed skills matrix. Two directors (Denault, Larsen) joined within the past 24 months and are fully exempt from the TSR trigger.
CEO
Patricia K. Poppe
Total Comp
$19,812,481
Prior Support
95%%
CEO Patricia Poppe received total compensation of approximately $19.8 million in 2025, which is high for a utility CEO but not clearly beyond the +20% threshold relative to the large-cap utility sector benchmark given PG&E's $41 billion market cap and the complexity of its regulatory and wildfire-risk environment. The pay program is heavily performance-oriented — approximately 91% of the CEO's target pay is at risk and tied to performance metrics — with a mix of short-term cash incentives (tied to safety, customer, and financial goals) and long-term equity awards split between performance stock awards (70%) with a 3-year cliff vest and restricted stock units (30%) vesting over three years, well exceeding the 50-60% variable pay threshold required by policy. Prior-year Say on Pay support was over 95%, well above the 70% threshold that would require a negative response, and the company has robust clawback policies covering both Dodd-Frank requirements and broader misconduct scenarios.
Auditor
Deloitte and Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose Deloitte's tenure or specific audit and non-audit fee dollar amounts in the text provided, so the tenure trigger and fee-ratio trigger cannot be confirmed to fire — per policy, the tenure trigger requires confirmed data and defaults to FOR when tenure is undisclosed; Deloitte is a Big 4 firm fully appropriate for a company of PG&E's size and complexity (~$41 billion market cap); no material restatements attributable to audit failure were identified in the filing.
PG&E's 2026 annual meeting presents three standard management proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The board passes TSR scrutiny because the 3-year underperformance gap versus disclosed peers (28.4 percentage points) falls below the 35-point trigger threshold for companies with low-positive absolute returns, the executive pay program is genuinely performance-heavy with strong prior-year shareholder support of 95%, and Deloitte is an appropriate Big 4 auditor for a utility of PG&E's scale, with no fee-ratio or restatement concerns identified from the available filing text.
30 companies disclosed in 2026 proxy filing