Arno Harris
PG&EAbout Arno Harris
Arno L. Harris is an independent director of PG&E Corporation (PCG) since July 2020 and age 55 as of the 2025 proxy; he serves on the Audit Committee and the Sustainability & Governance Committee . Harris is Managing Partner at AHC (clean energy and transportation consulting) since 2015, previously CEO of Alta Motors (2017–2018) and Founder/CEO of Recurrent Energy, LLC (2006–2015), bringing 25+ years of clean energy and technology entrepreneurship and ESG oversight expertise; he is a longtime California resident and PG&E customer . He is identified as an Audit Committee financial expert, signaling advanced financial literacy and oversight capability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AHC (clean energy and transportation consulting) | Managing Partner | 2015–present | Advises startups/growth companies on capital raising and scaling; ESG and climate oversight expertise |
| Alta Motors (electric motorcycles) | Chief Executive Officer | 2017–2018 | Clean mobility leadership |
| Recurrent Energy, LLC (utility-scale solar) | Founder & Chief Executive Officer | 2006–2015 | Built utility-scale solar developer; technology-business-policy integration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revolv Global Inc. | Board Service | 2023–present | Not disclosed |
| Gator Holdings, LLC | Board Service | 2022–present | Not disclosed |
| ArcLight Clean Transition II (public) | Director (past) | 2021–2022 | Not disclosed |
| Azure Power Global Limited (public) | Director (past) | 2016–2022 | Chair of Audit Committee; Chair of Capital Committee |
| ArcLight Clean Transition Corp. (public) | Director (past) | 2020–2021 | Not disclosed |
Board Governance
- Committee assignments: Audit; Sustainability & Governance; not a chair. Audit Committee financial expert designation enhances oversight of financial reporting, controls, and risk allocation .
- Independence: All current non-employee directors (incl. Harris) are NYSE-independent; 2024 review found no transactions or relationships compromising independence; no familial relationships among directors/officers .
- Attendance and engagement: In 2024, 7 Corporation and 7 Utility Board meetings; both Boards’ attendance rates were 100% and each incumbent director attended at least 75% of total Board and committee meetings; all directors attended the 2024 joint annual meeting .
- Committee activity cadence (2024): Audit 9; People & Compensation 6; Finance & Innovation 5; Sustainability & Governance 4; Safety & Nuclear Oversight 7 (Harris sits on Audit and S&G) .
- Governance practices: Independent Chairs at both Corporation and Utility; regular executive sessions; proxy access; majority vote standard; director over-boarding cap of ≤3 public boards; anti-poison pill without shareholder approval .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board cash retainer ($) | $120,000 | $120,000 |
| Committee chair fees ($) | None (not a chair) | None (not a chair) |
| Option awards ($) | $0 | $0 |
| All other compensation ($) | $0 | $0 |
| Total cash fees ($) | $120,000 | $120,000 |
Non-employee director compensation framework (2024): Non-employee directors $30,000 per quarter ($120,000 annual); committee chair additional retainers: Audit $30,000; People & Compensation $20,000; Safety & Nuclear Oversight $20,000; Finance & Innovation $20,000; Sustainability & Governance $20,000; annual equity awards $180,000 RSUs (Corporation Chair +$100,000) .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| RSU grant date | May 19, 2023 | May 19, 2024 |
| RSUs granted (shares) | 10,836 | 9,677 |
| Grant-date fair value ($) | $179,986 | $179,992 |
| Vesting schedule | Earlier of first anniversary of grant (May 19, 2024) or end of director’s annual term; also vests on death/disability or Change in Control + termination; forfeited if service ends prior to vest | Earlier of first anniversary of grant (May 19, 2025) or end of director’s annual term; also vests on death/disability or Change in Control + termination; forfeited if service ends prior to vest |
| Deferral election (RSU settlement) | Not disclosed for Harris (directors may elect deferral) | Harris not listed among directors who elected to defer 2024 RSU settlement |
| Options | None granted; none outstanding | None granted; none outstanding |
Notes: Non-employee director equity awards are time-based RSUs (not performance-conditioned); annual value capped at $400,000 under LTIP; equity+cash cap $750,000 annually, higher for the Board Chair .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no impermissible interlocks or inside directors on People & Compensation Committee .
- Shared directorships with PCG competitors/suppliers: None disclosed for Harris; related person transactions reviewed annually by Audit Committee under a $10,000 threshold policy; all related person transactions since Jan 1, 2024 were approved/ratified; 2024 service relationships with >5% shareholders (BlackRock, Fidelity, JPMorgan, State Street) continued, initiated pre-ownership threshold .
Expertise & Qualifications
- Skills matrix: Innovation and technology in clean energy/utility; climate change mitigation/resilience; renewable energy and engineering; financial literacy and audit .
- Audit Committee financial expert designation confirms advanced financial oversight credentials .
- ESG and California regulatory experience supports board oversight of sustainability and climate planning within S&G’s scope .
Equity Ownership
| As of March 15, 2025 | Amount |
|---|---|
| Beneficial stock ownership (shares) | 63,525 |
| Percent of class | <1% |
| Common stock equivalents | 0 |
| Shared voting/investment power (included in beneficial total) | 14,864 shares |
| Shares pledged as collateral | 0 (no reported shares pledged) |
| Right to acquire within 60 days (options/RSU/phantom settlements) | Not listed for Harris among those with rights to acquire within 60 days |
| Director stock ownership guideline | 5× annual retainer; must hold 100% until guideline met; directors to achieve within 5 years |
| Compliance with guideline | All non-employee directors comply (company disclosure) |
| Anti-hedging/pledging policy | Directors prohibited from hedging/pledging, short sales, and margin accounts |
Governance Assessment
-
Positive signals:
- NYSE independence affirmed with no compromising transactions in 2024; no familial relationships; all committees (including Audit and S&G) composed entirely of independent directors .
- Audit Committee financial expert designation enhances credibility in financial reporting oversight and risk allocation .
- Strong attendance (Boards 100% in 2024) and minimum 75% for each incumbent director across committees; full director participation in 2024 annual meeting .
- Alignment mechanisms: 5× retainer stock ownership guideline, no hedging/pledging allowed, and time-based RSU grants at market-standard values .
- Compensation stability: 2023→2024 cash ($120k) and equity (~$180k) unchanged for Harris; no options or per-meeting fees, limiting risk-taking incentives .
-
Potential risks/RED FLAGS:
- Over-boarding risk mitigated by policy limiting service to ≤3 public company boards; Harris has no current public company directorships disclosed, reducing interlock concerns .
- Related party exposure: none disclosed for Harris; company operates a stringent related-person transaction policy and reported approvals for 2024 .
-
Oversight fit:
- Harris’s clean energy, climate, and technology background aligns with PCG’s material ESG and climate resilience oversight housed in the Sustainability & Governance Committee, and complements Audit’s enterprise risk allocation remit .
Overall investor confidence impact: Independence, attendance, and audit expertise are supportive; clear anti-hedging/pledging and ownership policies align incentives. Absence of performance-linked director equity is standard practice and reduces pay-for-performance levers at the board level, but stable, time-based equity maintains alignment without encouraging excessive risk-taking .