Ajay Waghray
PG&EAbout Ajay Waghray
Ajay Waghray, 63, is Executive Vice President and Chief Information Officer of both PG&E Corporation and Pacific Gas and Electric Company (Utility), serving as EVP & CIO of PG&E Corporation since July 1, 2023 and EVP & CIO of the Utility since January 1, 2024; he was previously SVP & CIO from September 21, 2020 to June 30, 2023 . Prior roles include EVP & Chief Technology Officer at Assurant Inc. (2016–2018) and Founder of Agni Growth Ventures, LLC (2019–2021) . Company performance indicators relevant to pay-for-performance: PG&E ranked first on three-year TSR (43.5%) for the 2021–2023 PSU cohort , and 2024 STIP results certified a 103.6% company score, with Non‑GAAP Core EPS of $1.36 above the maximum goal and Operating Cash Flow scoring below target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assurant Inc. | EVP & Chief Technology Officer | May 2016 – Dec 2018 | Led technology transformation as CTO at a diversified insurer . |
| Agni Growth Ventures, LLC | Founder | Jan 2019 – Sep 2021 | Early-stage investment/venture work; entrepreneurial leadership . |
| PG&E Corporation | SVP & Chief Information Officer | Sep 21, 2020 – Jun 30, 2023 | Modernized enterprise IT and digital capabilities supporting safety and affordability programs . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Assurant Inc. | EVP & Chief Technology Officer | 2016–2018 . |
| Agni Growth Ventures, LLC | Founder | 2019–2021 . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $725,550 | Annualized salary as of Dec 31, 2024; became EVP & CIO at Utility on Jan 1, 2024 . |
| Target STIP % of Base | 75% | Target incentive percentage effective Dec 31, 2024 . |
| Actual STIP Paid (for 2024) | $560,444 | Based on company score 1.036 and 100% IPM . |
| Sign‑on Cash Bonus (2020) | $100,000 | Paid on second payroll; subject to clawback if voluntary resignation within 2 years . |
Sign‑on Equity
| Grant Type | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Non‑Annual RSU (Sign‑on) | Sep 23, 2020 | 41,667 | 40% on first anniversary; 60% on second anniversary | Intended value ~$400,000 per offer; separate RSU agreement specifies share count . |
Performance Compensation
STIP Design and 2024 Outcomes (Company Scorecard)
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Weather‑normalized CPUC‑reportable fire ignitions rate | 25% | 0.95 | 0.90 | 0.85 | 1.41 | 0.000 (weight to 0.000) . |
| Quality pass rate | 10% | 0.50 | 1.00 | 2.00 | 2.00 | 0.200 . |
| Gas dig‑in rate | 5% | 1.22 | 1.17 | 1.10 | 1.00 | 0.100 . |
| Preventable motor vehicle incident rate | 5% | 2.34 | 2.25 | 2.21 | 2.38 | 0.000 . |
| Diablo Canyon Power Plant reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.0 | 0.100 . |
| Safe dam operating capacity | 5% | 97.0% | 97.5% | 97.9% | 98.0% | 0.100 . |
| Serious injury actual count | 5% | 2 | 1 | 0 | 7 | 0.000 . |
| Customer interruptions index (CEMI‑5 & CEMI‑10) | 10% | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 (post‑discretion) . |
| Non‑GAAP Core EPS | 20% | $1.31 | $1.33 | $1.35 | $1.36 | 0.400 . |
| Operating Cash Flow | 10% | $7,124 | $8,382 | $9,639 | $8,035 | 0.086 . |
| Company Score | — | — | — | — | — | 1.036 (after downward discretion) . |
| Ajay Waghray Target STIP | — | — | $540,969 | — | — | Actual payout $560,444 (103.6% of target) . |
LTIP – 2024 PSU Metrics and Weights (3‑Year Performance Period: Jan 1, 2024 – Dec 31, 2026; vesting after 3 years; AB 1054 3‑year holding)
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) |
|---|---|---|---|---|
| System hardening effectiveness | 20% | 95.0% | 97.0% | 98.5% . |
| Electric corrective maintenance in HFRA | 20% | N/A | 83.0% | 88.0% . |
| SAIDI (ex‑MED) | 25% | 289.70 | 275.90 | 262.10 . |
| Relative TSR (utility peer group) | 35% | 25th percentile | 50th percentile | 90th percentile . |
Ajay Waghray 2024 LTIP Target Value
| 2024 LTIP Target | Form | Notes |
|---|---|---|
| $1,500,000 | 100% PSUs | Target converted to PSUs at $16.60 closing price on Mar 1, 2024 . |
Equity Ownership & Alignment
| Item | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficial stock ownership (PG&E Corp common) | 156,526 shares | Mar 15, 2025 | “No reported shares are pledged”; anti‑pledging policy applies . |
| Unvested RSUs (count) | 85,007 | Dec 31, 2024 | Market value $1,715,441 (at $20.18) . |
| Unearned PSUs (count) | 154,426 | Dec 31, 2024 | Payout value $4,207,026 (presentation method per SEC rules) . |
| Stock options | 0 unexercisable; 0 exercisable | Dec 31, 2024 | No unvested options outstanding . |
| Ownership guideline | 300% of base salary (EVP) | Policy current | Five‑year compliance window; unvested RSUs count; 100% post‑vest holding until compliant . |
| Compliance status | All NEOs met or are expected to meet guideline | Policy statement | Company-wide NEO status note (specific to 2024/2025 cohort) . |
| Anti‑hedging/pledging | Prohibited | Policy | No short sales, options, hedges; no margin accounts; no pledging . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment start at PG&E | SVP & CIO from Sep 21, 2020; EVP & CIO (Corp) from Jul 1, 2023; EVP & CIO (Utility) from Jan 1, 2024 . | |
| 2020 Offer – Base salary | $600,000 | . |
| 2020 Offer – Sign‑on cash | $100,000; repayable if voluntary resignation within 2 years (except Good Reason) | . |
| 2020 Offer – Sign‑on RSUs | $400,000 value; vest 40% at 1 year and 60% at 2 years from grant (Sep 23, 2020 RSU agreement for 41,667 units) | . |
| 2024 Salary | $725,550 annualized (as of Dec 31, 2024) | . |
| STIP target | 75% of base (effective Dec 31, 2024) | . |
| LTIP target (2024) | $1,500,000 (100% PSUs) | . |
| Severance – Termination without cause | $1,269,713 cash severance; continued/accelerated equity value $2,958,633; STIP $560,444; health insurance $41,584; career transition $19,500; total $4,970,854 | . |
| Severance – Change in control | $2,539,425 cash severance; equity $4,609,895; STIP $544,163; health insurance $41,584; career transition $19,500; total $7,875,547; may require shareholder approval under Golden Parachute Restriction Policy; potential 280G cut‑down | . |
| Severance – Disability/Death | Equity $4,609,895; STIP $560,444; payment in lieu of post‑retirement life insurance $323,076; totals $5,291,320 | . |
| Clawbacks | Dodd‑Frank clawback; Executive Incentive Compensation Recoupment Policy; Officer Severance Policy recoupment; no clawback actions in 2024 | . |
Performance Compensation – Design Notes
- STIP 2024 emphasized safety and affordability; safety metrics aggregated to 60% weight, financial metrics increased to 30% via Operating Cash Flow; customer-related metrics held at 10%; wildfire risk reduction integrated as a modifier into fire ignitions metric and could zero its outcome upon certain ignitions .
- PSU metrics and weightings unchanged from 2023; three-year performance period Jan 1, 2024–Dec 31, 2026 with vesting three years after grant and AB 1054 three‑year holding requirement .
- PG&E delivered first‑place three‑year TSR (43.5%) for 2021–2023 PSU cohort, while STIP 2023 scored 170.1% of target (context for program efficacy) .
Compensation Structure Analysis
- Year‑over‑year mix: For 2024, Waghray’s cash pay (salary + STIP) totaled ~$1.29M vs. equity grant date fair value ~$1.53M (100% PSUs), indicating high at‑risk, performance‑linked equity weighting .
- Shift toward PSUs: Executive LTIP is entirely PSUs, removing options risk and tightening alignment with operational safety, customer reliability, and TSR outcomes .
- Discretion use: Committee applied downward discretion to customer CEMI metric, reducing average STIP payments by 3.6%—evidence of risk‑mitigating governance .
- Goal rigor: Committee uses multi‑year trends, regulatory commitments, peer benchmarks, and defined threshold/target/max ranges; safety metrics can zero out outcomes to reinforce wildfire risk reduction .
Equity Ownership & Alignment Commentary
- Skin‑in‑the‑game: 156,526 owned shares as of Mar 15, 2025, plus material unvested RSUs (85,007; $1.72M) and PSUs (154,426; $4.21M) tie retention and payout to multi‑year safety, customer reliability, and TSR goals .
- Pledging/hedging: Prohibited by policy; no reported pledged shares—reduces misalignment risk .
- Ownership guideline: EVP at 300% of salary with five‑year compliance window; unvested RSUs count toward compliance; NEO cohort has met or is expected to meet requirements .
Board Governance and Say‑on‑Pay
- People & Compensation Committee chaired by Adm. Mark E. Ferguson III; uses independent consultant Meridian for risk assessments and metric design; close coordination with Safety & Nuclear Oversight Committee on safety measures .
- Say‑on‑Pay 2025 support: PG&E Corporation—For 1,821,515,209; Against 82,177,839; Abstain 1,310,742; approved. Utility—For 267,193,435; Against 307,820; Abstain 140,980; approved .
Risk Indicators & Red Flags
- Ignitions metric zeroed out for 2024, reflecting wildfire risk realities despite overall STIP >100% due to strong safety and EPS outcomes—underscores operational execution risk and metric sensitivity .
- Strong clawback framework and Golden Parachute restriction policy with potential 280G cut‑down mitigate payout risk amid adverse events .
Investment Implications
- Alignment: 100% PSU LTIP with heavy safety/customer/TSR weightings and anti‑pledging policy creates strong shareholder alignment; significant unvested equity through 2026 supports retention and reduces near‑term selling pressure .
- Retention risk: Cash severance of ~$1.27M without cause and ~$2.54M at change‑of‑control, plus continued/accelerated equity, suggest competitive but not excessive protections; equity value at CoC ($4.61M) indicates meaningful retention incentive tied to performance completion .
- Performance signals: 2024 STIP >100% driven by EPS max and safety/reliability wins; however, ignitions outcome zero highlights persistent wildfire risk—watch future PSU certification (2027) and interim disclosures for sustained safety metrics .
- Governance support: Strong say‑on‑pay approval and structured metric setting suggest continued investor confidence in pay design; monitor any changes to metrics or ownership policies that could loosen alignment .