Carlos Hernandez
PG&EAbout Carlos M. Hernandez
Carlos M. Hernandez (age 70) has served as an independent director of PG&E Corporation (PCG) since March 2022; his current Board committee assignments are Audit and Finance & Innovation . He is not a committee chair and is classified as independent under NYSE definitions; the company reported no relationships compromising independence in 2024 . Board-level attendance in 2024 was 100%, and each incumbent director attended at least 75% of the total meetings of the Boards and committees on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Chief Executive Officer | 2019–2020 | Led project risk assessment, established new selectivity criteria, restored confidence in financial reporting |
| Fluor Corporation | Interim CEO | 2019 | Oversaw turnaround initiatives and governance/compliance enhancements |
| Fluor Corporation | EVP, Chief Legal Officer & Secretary | 2007–2019 | Led legal affairs, risk management, corporate governance and compliance |
| Arcelor Mittal Americas | General Counsel & Secretary | 2004–2007 | Legal leadership in steel/mining; environmental and safety matters, government affairs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Granite Construction, Inc. | Director | 2024–present | Public company board service |
| Steward Health Care System | Director | 2021–present | Other board service (private) |
| Fluor Corporation | Director | 2019–2020 | Prior public company board service |
| ICA / Fluor JV | Director | 2016–2019 | Past board service |
| NuScale Power LLC | Director | 2011–2019 | Past board service |
Board Governance
- Committee assignments: Audit; Finance & Innovation. He is not listed as a committee chair and is not designated an “audit committee financial expert” (experts identified are Bahri, Cannizzaro, Harris, Wilson) .
- Independence: All current non-employee directors (including Hernandez) are independent under NYSE rules; no compromising transactions found in 2024 .
- Attendance: 2024 Board attendance was 100%; each incumbent director attended at least 75% of Board and committee meetings .
- Meeting cadence (2024): Board (7), Audit (9), People & Compensation (6), Finance & Innovation (5), Sustainability & Governance (4), Safety & Nuclear Oversight (7) .
- Oversight scope of his committees:
- Audit: financial statement integrity, ICFR, internal/external audit, compliance/ethics, related-person transactions, ERM guidelines and risk allocation .
- Finance & Innovation: multi-year financial outlook, dividend policy, capital projects, financing, strategic investments (technology/clean energy), M&A/joint ventures .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director retainer in 2024 (paid quarterly) |
| Committee chair fees | $0 | Not a chair (Audit Chair $30k; other chairs $20k) |
| Meeting fees | $0 | No per-meeting fees |
| Utility Chair retainer | $0 | Not applicable to Hernandez |
Director-specific 2024 compensation:
| Name | Cash Fees ($) | Stock Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Carlos M. Hernandez | 120,000 | 179,992 | 0 | 0 | 299,992 |
Performance Compensation
| Equity Instrument | Units/Value | Grant Date | Vesting | Settlement/Other Terms |
|---|---|---|---|---|
| RSUs (annual non-employee director grant) | 9,677 units; grant-date value $179,992 | May 19, 2024 | Vests at earlier of 1-year anniversary (May 19, 2025) or end of annual term; also vests upon death/disability or if both a Change in Control and director termination occur | Settled in PG&E common stock; directors may elect to defer settlement |
No stock options were granted or outstanding for directors as of Dec 31, 2024 . Director equity is time-vested and not tied to performance metrics (e.g., TSR, EBITDA), consistent with PG&E’s non-employee director compensation framework .
Other Directorships & Interlocks
- Current public company board: Granite Construction, Inc. (since 2024) .
- Compensation Committee interlocks: None; People & Compensation Committee had no impermissible interlocks or insiders .
- Over-boarding policy: Directors may not serve on more than three public company boards (in addition to PG&E/Utility counted as one); audit committee multi-seat limits require Board affirmations; all directors comply with these policies .
Expertise & Qualifications
- Deep background in legal affairs, risk management, financial restructuring, corporate governance/compliance; experience in EPC, manufacturing, distribution sectors .
- Experience with environmental and safety matters, government affairs; workforce/public safety listed in skills matrix for Hernandez .
- Committee fit: Audit and Finance & Innovation align with risk, compliance, financial planning experience .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Common Stock Equivalents | Total | Pledged? |
|---|---|---|---|---|---|
| Carlos M. Hernandez | 25,594 | <1% | 0 | 25,594 | No; hedging/pledging prohibited for directors |
- Stock ownership guidelines: Non-employee directors must hold at least 5x annual Board retainer value; must hold 100% of qualifying holdings until achieved; all non-employee directors comply with these guidelines .
Governance Assessment
- Board effectiveness: Hernandez’s Audit and Finance & Innovation roles put him at the center of financial integrity, risk allocation, and capital planning oversight—areas material to investor confidence in PCG’s turnaround and wildfire-risk mitigation strategy .
- Alignment: 2024 compensation mix is largely at-risk via equity (time-vested RSUs $179,992 vs cash $120,000), consistent with PG&E’s director equity framework; no options or performance awards that could misalign incentives .
- Independence and conflicts: Company disclosed no transactions compromising any non-employee director’s independence in 2024; hedging/pledging of company stock is prohibited for directors and officers . Related-party transactions disclosed involve institutional service providers (e.g., BlackRock, JPMorgan) rather than directors .
- Engagement: Board-level attendance was 100% in 2024, with minimum thresholds exceeded by all incumbents, supporting strong engagement .
- RED FLAGS: None disclosed for Hernandez—no pledging, no related-party exposure, no interlocks on the Compensation Committee, no option repricing, and no director-level tax gross-ups identified in the director compensation framework .
Net takeaway for investors: Hernandez adds meaningful risk, compliance, and financial restructuring experience to PCG’s Audit and Finance & Innovation oversight, with clean independence/ownership posture and a straightforward cash+RSU compensation structure that supports alignment without performance metric gaming .