Ben Wilson
PG&EAbout Benjamin F. Wilson
Benjamin F. Wilson (age 73) has served as an independent director of PG&E Corporation and Pacific Gas & Electric Company since July 2020. He is the retired Chairman (2017–2021) and former Managing Principal (2008–2016) of environmental law firm Beveridge & Diamond P.C., and has served as an Adjunct Professor at Howard University since 2004. Wilson brings 45 years of experience in environmental regulation and litigation, including service as Court‑appointed Monitor for Duke Energy’s coal ash remediation and Deputy Monitor in Volkswagen AG emissions proceedings, and is designated an Audit Committee Financial Expert at PG&E .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beveridge & Diamond P.C. | Chairman; Managing Principal | 2017–2021; 2008–2016 | Led complex environmental/regulatory matters across sectors |
| Duke Energy (coal ash remediation) | Court‑Appointed Monitor | Not disclosed | Oversight of remediation program effectiveness |
| Volkswagen AG (emissions) | Deputy Monitor | Not disclosed | Compliance monitoring in emissions proceedings |
| Howard University | Adjunct Professor | 2004–present | Legal education and mentorship |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| APCO Worldwide | Board/Advisory | 2021–present | Private/Advisory |
| DC Bar Foundation | Board | 2020–present | Non‑profit |
| Northwestern Mutual Life Insurance Company | Lead Director (past) | 2008–2023 | Mutual insurer (not publicly traded) |
| Environmental Law Institute | Board (past) | 2017–2022 | Non‑profit |
| Dartmouth College | Board; Chair of Audit Committee (past) | 2012–2020 | Academic/non‑profit |
Board Governance
- Independence: All current non‑employee directors, including Wilson, are independent under NYSE definitions; Boards found no transactions or relationships compromising any non‑employee director’s independence in 2024 .
- Committees and roles: Audit Committee (Chair); Sustainability & Governance Committee; Executive Committee; designated Audit Committee Financial Expert .
- Attendance and engagement: In 2024, the Corporation and Utility Boards each met 7 times with 100% Board attendance, and each incumbent director attended at least 75% of Board and committee meetings. Committee meetings held: Audit (9), People & Compensation (6), Finance & Innovation (5), Sustainability & Governance (4), Safety & Nuclear Oversight (7) .
- Leadership structure and executive sessions: Both Boards have independent Chairs; roles of Chair and CEO are separated. Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Overboarding policy: Directors limited to three additional public company boards (with stricter limits for public-company PEOs); all members are in compliance .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Amount for Wilson |
|---|---|---|
| Annual Board cash retainer | $120,000 per year | Included in total below |
| Audit Committee Chair retainer | $30,000 per year | Included in total below |
| 2024 Cash Fees Earned | — | $150,000 |
| Per‑meeting fees | None | $0 |
Notes: Director compensation levels are set by the Boards on recommendation of the People & Compensation Committee, informed by Meridian Compensation Partners, LLC .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement | Deferral Election |
|---|---|---|---|---|---|
| Annual RSU Award (2024) | May 19, 2024 | 9,677 RSUs | $179,992 | Vests at earlier of first anniversary or end of director’s annual term; accelerated upon death/disability or CIC+termination; settles in PG&E Corp. common stock | Wilson elected to defer settlement of 2024 RSUs |
- Annual equity framework limit: Standard non‑employee directors receive $180,000 in RSUs; the Board Chair receives an additional $100,000 ($280,000 total). Shareholder‑approved annual limits apply ($400,000 equity per director; aggregate director cash+equity ≤$750,000, increased by 200% for the Chair) .
- No stock options were granted in 2024; none outstanding as of Dec 31, 2024 .
Performance metrics: None disclosed for director equity; director RSUs are time‑based and not tied to financial or ESG performance metrics .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock with PCG |
|---|---|---|---|
| APCO Worldwide | Private | Board/Advisory | None disclosed in Related‑Party Transactions; no independence impairment found |
| DC Bar Foundation | Non‑profit | Board | None disclosed |
| Past: Northwestern Mutual (mutual), Environmental Law Institute, Dartmouth College | Non‑public/Non‑profit/Academic | Board roles | None disclosed |
Expertise & Qualifications
- Environmental and regulatory oversight; complex litigation and compliance (Duke Energy coal ash Monitor; VW emissions Deputy Monitor) .
- Public policy and environmental justice leadership; diversity and inclusion leadership in the legal profession .
- Audit oversight and financial literacy; designated Audit Committee Financial Expert .
- Skills matrix: Workforce/public safety, climate change and resilience, public policy .
Equity Ownership
| Holder | Beneficial Stock Ownership (as of Mar 15, 2025) | % of Class | Common Stock Equivalents | Total | Pledged? |
|---|---|---|---|---|---|
| Benjamin F. Wilson | 11,532 | <1% | 37,256 | 48,788 | No shares pledged; hedging and pledging prohibited for directors and Section 16 Officers |
Stock ownership guidelines (alignment): Non‑employee directors must own at least 5x the annual Board retainer and hold 100% of qualifying holdings until reaching the guideline (generally within 5 years); all non‑employee directors comply .
Insider Trades (Form 4 since 2024)
| Transaction Date | Filing Date | Type | Shares Acquired/(Disposed) | Price | Post‑Txn Ownership (shs) | Source |
|---|---|---|---|---|---|---|
| 2025‑05‑22 | 2025‑05‑27 | A – Award (Annual Director RSUs) | +10,575 | $0.00 | 69,132.86 | https://www.sec.gov/Archives/edgar/data/1004980/000100498025000105/0001004980-25-000105-index.htm |
| 2024‑05‑17 | 2024‑05‑21 | A – Award (Annual Director RSUs) | +9,677 | $0.00 | 58,370.49 | https://www.sec.gov/Archives/edgar/data/1004980/000100498024000062/0001004980-24-000062-index.htm |
Notes: 2024 RSUs were eligible for director deferral election; Wilson elected to defer settlement of his 2024 award .
Governance Assessment
Strengths for investor confidence
- Independent Audit Committee Chair and designated Audit Committee Financial Expert; robust audit and compliance oversight responsibilities at Board level .
- Documented independence, with no transactions or relationships compromising independence; overboarding controls in place and in compliance .
- Strong engagement: 2024 Boards achieved 100% attendance; committees met frequently across audit, safety, compensation, governance, and finance .
- Alignment: Meaningful equity component via RSUs, mandatory stock ownership guidelines (5x retainer), prohibition on hedging/pledging, and available deferral of RSU settlement to extend alignment .
Potential risks/considerations
- Age and succession: At 73, ongoing board refreshment and committee succession should be monitored as part of regular evaluations .
- No specific red flags disclosed regarding related‑party transactions, hedging/pledging, or attendance. Company‑level related‑party services involve large asset managers (e.g., BlackRock, State Street) with no linkage to Wilson; these arrangements pre‑dated their 5% ownership and are described as ordinary-course services .
RED FLAGS
None disclosed specific to Mr. Wilson in 2024: no related‑party transactions, no hedging or pledging, and independence affirmed .
Appendix: Key Committee Context (for pay/governance analysts)
- People & Compensation Committee: No impermissible interlocks or inside directors; uses Meridian Compensation Partners as consultant for reviews (director pay framework) .
- Safety & Nuclear Oversight: Membership requires specific wildfire, gas safety, ERM/cyber, or nuclear expertise, underscoring operational risk oversight depth .
- Governance Practices: Independent Chairs; separation of Chair/CEO; executive sessions; stock ownership guidelines; majority voting; no poison pill; no supermajority vote requirements .