PUBLIC SERVICE ENTERPRISE GROUP IN (PEG)
Sector: Utilities
2026 Annual Meeting Analysis
PUBLIC SERVICE ENTERPRISE GROUP IN · Meeting: April 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
LaRossa has served as CEO since 2022 (tenure ~3 years); PEG's 3-year TSR of +60.1% outperforms the peer median of +47.5% by +12.6pp, well below the 50pp threshold required to trigger a No vote for strong-positive TSR; no overboarding, attendance, or independence concerns.
14-year independent director with deep utility and regulatory expertise; PEG's 3-year TSR outperforms peer median by +12.6pp so the TSR trigger does not apply; no overboarding or attendance concerns.
10-year independent director with manufacturing and regulatory experience; holds one outside public board seat (Dentsply Sirona); TSR trigger does not apply; no attendance or independence concerns.
4-year independent director with engineering and sustainability experience; no outside public board seats; TSR trigger does not apply; no attendance or independence concerns.
Joined in January 2024 (approximately 2 years of tenure), bringing nuclear operations expertise; TSR trigger does not apply given strong 3-year outperformance; no overboarding or attendance concerns.
4-year independent director with human capital and sustainability experience; no outside public board seats; TSR trigger does not apply; no attendance or independence concerns.
6-year independent director with data analytics and CEO-level leadership experience; holds one outside public board seat (Definitive Healthcare); TSR trigger does not apply; a late Form 4 filing was disclosed but reflects an administrative oversight rather than a governance concern.
7-year independent director with energy operations and engineering expertise; holds two outside public board seats (Kinetik Holdings and Murphy Oil), within the policy limit of four; TSR trigger does not apply; no attendance concerns.
6-year independent director with CEO and CFO-level experience in a large industrial company; the proxy notes his concurrent service on Marathon Petroleum and its subsidiary MPLX GP LLC counts as one seat under PSEG's own policy, placing him at two outside seats, within the policy limit of four; TSR trigger does not apply; no attendance concerns.
3-year independent director (joined September 2023) with deep CFO and financial expertise from Prudential Financial; holds one outside public board seat (Centene); TSR trigger does not apply; no overboarding or attendance concerns.
Joined the board in March 2026 and is exempt from the TSR trigger under the 24-month new-director exemption; brings extensive utility CEO experience from PG&E and Florida Power and Light; no overboarding concerns with two outside public board seats.
All 11 director nominees pass the policy screens. PEG's 3-year TSR of +60.1% outperforms the compensation peer group median of +47.5% by +12.6pp, comfortably below the 50pp underperformance threshold for strong-positive TSR companies, so the TSR trigger does not fire for any director. No overboarding, attendance, independence, or familial relationship concerns are identified beyond the disclosed relationship between CEO Ralph LaRossa and his brother Christopher LaRossa, who is a non-senior employee; the board reviewed and approved this as immaterial. The slate is well-qualified with relevant utility, financial, engineering, and operational expertise.
Say on Pay
✓ FORCEO
Ralph A. LaRossa
Total Comp
$13,866,735
Prior Support
93.8%%
CEO total compensation of approximately $13.9 million is broadly in line with expectations for a CEO at a regulated utility with a $41.8 billion market cap, and prior shareholder support was a strong 93.8%, well above the 70% threshold that would require visible changes. The pay mix is strongly performance-oriented — 89% of CEO target pay is at risk through the annual cash incentive and long-term equity awards (70% performance stock awards, 30% restricted stock units), comfortably exceeding the 50-60% variable-pay requirement. On pay-for-performance alignment, PEG's 3-year TSR of +60.1% outperforms the peer group median of +47.5%, meaning above-benchmark incentive payouts are supported by actual shareholder returns. The company also maintains a robust clawback policy covering both financial restatements and misconduct, and uses long-term metrics including relative TSR and EPS growth, which are difficult to manipulate short-term.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$8,500,000
Non-Audit Fees
$900,000
Non-audit fees (tax compliance and advice of $0.9 million) represent approximately 10.6% of audit fees ($8.5 million), well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $41.8 billion market-cap company. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot be applied; the absence of tenure disclosure is noted as a minor negative but does not warrant a No vote under policy. No material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 3
Management Proposal to Eliminate Supermajority Voting Requirements (Proposals 3a, 3b, 3c)
Eliminating supermajority voting requirements is a mainstream governance improvement that directly benefits shareholders by making it easier for a majority of owners to take action on important matters like mergers and director removal. This proposal has received overwhelming support — 98% of votes actually cast — at three consecutive annual meetings, and the board has re-submitted it each year in good faith in response to shareholder feedback. Voting FOR removes an entrenched governance barrier and replaces it with a majority-of-outstanding-shares standard, which is an improvement even though it remains a higher bar than a simple majority of votes cast.
Overall Assessment
The 2026 PSEG annual meeting presents a clean ballot with no significant governance concerns. All 11 director nominees pass policy screens on the strength of PEG's outperforming 3-year TSR relative to its peers, the auditor ratification clears easily on a low non-audit fee ratio, and the Say on Pay earns support given strong shareholder approval history, a performance-oriented pay mix, and TSR-backed incentive payouts. The three supermajority-elimination charter amendments are a clear governance improvement that has been overwhelmingly supported by voting shareholders for three consecutive years and should be supported again.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing