Carolyn Burke
PG&EAbout Carolyn Burke
Carolyn J. Burke serves as Executive Vice President and Chief Financial Officer of PG&E Corporation. She was appointed EVP, Finance on March 14, 2023 and became EVP & CFO effective May 4, 2023; she was 55 at appointment and had served as a special advisor since January 3, 2023 . Under PG&E’s pay-for-performance framework, 2024 short-term incentives paid out at 103.6% of target with non-GAAP core EPS rising 10.6% to $1.36, and PG&E delivered a top-ranked three-year TSR of 65.0% for the 2022–2024 PSU period (118.1% payout for that tranche) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chevron Phillips Chemical Company LLC | EVP & CFO | Feb 2019 – Sep 2022 | Led finance at a petrochemicals leader; oversight of capital allocation and reporting |
| Dynegy, Inc. | EVP, Strategy | Oct 2016 – Apr 2018 | Corporate strategy at an IPP/retailer through portfolio and integration initiatives |
| Dynegy, Inc. | EVP Business Operations & Systems; Chief Integration Officer; Chief Administration Officer | Aug 2011 – Oct 2016 | Operational integration, systems, and administration across transformation programs |
| JPMorgan (Global Commodities) | Global Controller | 2008 – 2011 | Controls and risk management for commodities trading operations |
| NRG Energy, Inc. | VP & Corporate Controller | 2006 – 2008 | Corporate controllership at a major power company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Excelerate Energy | Director | Current | LNG services company board seat |
| TerraForm Power, Inc. | Director | May 2018 – Jul 2020 | Global renewable energy developer/operator |
| Aqua America (Essential Utilities) | Director | Dec 2015 – May 2019 | Regulated water/wastewater/natural gas utilities |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (earned) ($) | $580,525 | $746,146 |
| Annualized Base at 12/31 ($) | — | $750,375; +3.5% merit increase |
| Target STIP % of Base | 75% | 75% |
| STIP Target ($) | $559,609 (shown in 2024 table methodology) | $559,609 |
| STIP Actual Paid ($) | $740,355 | $579,755 |
| Stock Awards – Grant Date Fair Value ($) | $2,332,176 | $1,834,920 |
| Bonus / Sign-on ($) | $400,000 cash sign-on; $400,000 RSUs vesting 50% at 1 and 2 years | — |
| Change in Pension Value ($) | $22,816 | $25,797 |
| All Other Compensation ($) | $319,628 | $148,914 |
| Total Reported Compensation ($) | $4,395,500 | $3,335,532 |
Performance Compensation
2024 STIP Design and Outcomes (Company Scorecard)
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score |
|---|---|---|---|---|---|---|---|
| Weather-normalized CPUC-reportable fire ignitions rate | 25% | 0.95 | 0.90 | 0.85 | 1.41 | 0.000 | 0.000 |
| Quality pass rate | 10% | 0.50 | 1.00 | 2.00 | 2.00 | 2.000 | 0.200 |
| Gas dig-in rate | 5% | 1.22 | 1.17 | 1.10 | 1.00 | 2.000 | 0.100 |
| Preventable motor vehicle incident rate | 5% | 2.34 | 2.25 | 2.21 | 2.38 | 0.000 | 0.000 |
| DCPP reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.0 | 2.000 | 0.100 |
| Safe dam operating capacity | 5% | 97.0% | 97.5% | 97.9% | 98.0% | 2.000 | 0.100 |
| Serious injury actual count | 5% | 2 | 1 | 0 | 7 | 0.000 | 0.000 |
| CEMI-5 + CEMI-10 index | 10% | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 | 0.500 |
| Non-GAAP core EPS ($/sh) | 20% | $1.31 | $1.33 | $1.35 | $1.36 | 2.000 | 0.400 |
| Operating cash flow ($mm) | 10% | $7,124 | $8,382 | $9,639 | $8,035 | 0.862 | 0.086 |
| Company Score (after downward discretion) | — | — | — | — | — | — | 1.036 |
Burke’s 2024 STIP Outcome
| NEO | Target % of Base | Target ($) | Company Score | Individual Performance Modifier | Actual Incentive ($) | Actual (% of Target) |
|---|---|---|---|---|---|---|
| Carolyn J. Burke | 75% | $559,609 | 1.036 | 100% | $579,755 | 103.6% |
Long-Term Incentive Plan (LTIP) – 2024 Grant
| NEO | 2024 Target LTIP Value | Instrument | Performance Period | Vesting |
|---|---|---|---|---|
| Carolyn J. Burke | $1,800,000 | 100% PSUs | Jan 1, 2024 – Dec 31, 2026 | Vests after 3 years per AB 1054 holding period; dividend equivalents paid on earned shares |
Grants of Plan-Based Awards (2024)
| Grant Date | Type | Target PSUs (#) | Max PSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 3/1/2024 | PSUs | 70,482 | 140,964 | $1,170,001 |
| 3/1/2024 | PSUs | 37,952 | 75,904 | $664,919 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/15/2025) | 32,487 PG&E shares; <1% of class |
| Shares outstanding (2/5/2025) | 2,671,320,389 PG&E shares |
| Ownership guidelines | EVP target: 300% of base salary; 5 years to comply; 100% holding of net shares until met |
| Guideline compliance status | All NEOs have met or are expected to meet within the applicable five-year period |
| Hedging/pledging | Prohibited by Insider Trading Standard; no reported pledged shares |
| Options | No outstanding options for Burke as of 12/31/2024 |
| Unvested RSUs (Burke) | 12,377 units; vest 3/16/2025; market value $249,768 @ $20.18 |
| Unvested PSUs (Burke) | 111,389 (vest 3/16/2026); 108,434 (vest 3/1/2027); market/payout value $5,988,637 (assuming reporting methodology) |
| 2024 Stock vested (Burke) | 12,376 shares; value $201,234 |
Vesting Schedule (Key Dates)
| Award | Grant Date | Vesting Date(s) | Units |
|---|---|---|---|
| RSU (sign-on tranche) | 3/16/2023 | 3/16/2025 | 12,377 |
| PSU (uneared, cycle 2023–2026) | 3/16/2023 | 3/16/2026 (if earned) | 111,389 |
| PSU (uneared, cycle 2024–2027) | 3/1/2024 | 3/1/2027 (if earned) | 108,434 |
Employment Terms
| Provision | Key terms |
|---|---|
| Base & incentives at hire | Base $725,000; STIP target 75% of base; LTIP target $1.8M (2023); sign-on $400,000 cash (clawback if resign within 2 years) and $400,000 RSUs (50% vest on each of first and second anniversaries) |
| Severance – termination without cause | Lump sum: 1× (base + STIP target) for NEOs other than CEO; pro-rata PSU vesting; 12 months continued RSU vesting; limited COBRA and outplacement |
| Change-in-control (double trigger) | Lump sum: 2× (base + STIP target) for covered officers; accelerated vesting as per LTIP if not assumed/continued; excise tax cutback policy in lieu of gross-ups |
| Treatment of awards at CIC | RSUs vest upon CIC and settle per normal schedule; PSUs vest upon CIC (payout at period end based on TSR to CIC and target for other measures if not assumed); options vest and are cancelable for fair value or exercisable per terms |
| Clawbacks | Dodd-Frank compliant clawback; broader incentive recoupment; severance recoupment policy; no clawback actions in 2024 |
| Covenants | 12-month non-solicit, confidentiality, assistance in legal proceedings, and non-compete to the extent permitted by law (as condition to severance) |
Potential Payments (as of 12/31/2024) – Carolyn J. Burke
| Component | Resignation/Retirement | Termination for Cause | Termination Without Cause | Disability | Death | Change in Control |
|---|---|---|---|---|---|---|
| Value of Accumulated Pension Benefits ($) | 48,290 | 48,290 | 48,290 | 48,290 | 48,290 | 48,290 |
| Value of Stock Awards Vesting ($) | — | — | 2,488,303 | 4,699,805 | 4,699,805 | 4,699,805 |
| Severance Payment ($) | — | — | 1,313,156 | — | — | 2,626,313 |
| STIP Award ($) | 579,755 | — | 579,755 | 579,755 | 579,755 | 562,781 |
| Health Care Insurance ($) | — | — | 19,801 | — | — | 19,801 |
| Career Transition ($) | — | — | 19,500 | — | — | 19,500 |
| Total ($) | 628,045 | 48,290 | 4,468,806 | 5,327,850 | 5,327,850 | 7,976,490 |
Investment Implications
- Compensation structure is highly performance-based, with 100% PSU LTIP and a STIP predominantly tied to safety and operational metrics (60% safety; 30% financial; 10% customer), aligning CFO incentives with wildfire risk reduction, reliability, and affordability outcomes; 2024 STIP paid modestly above target, while EPS and TSR performance were strong .
- Retention risk appears contained near-term: meaningful unvested PSUs through 2026/2027 and RSUs vesting in March 2025 create continued equity overhang; severance protections are standard (no gross-ups; double-trigger CIC), with estimated CIC payout of ~$8.0M for Burke, which is material but within typical utility norms and subject to shareholder-friendly golden parachute restrictions .
- Ownership alignment is supported by strict anti-hedging/pledging policies and robust stock ownership guidelines (EVP 300% of salary; 100% hold of net shares until met); Burke’s direct beneficial stake is small (<1%), but guideline enforcement and clawbacks mitigate misalignment and governance risk .
- Trading signals: watch Form 4 activity around 3/16/2025 RSU vest and PSU certification/vesting cycles; monitor any changes in STIP metric calibration (e.g., fire ignition weighting at 25%) and cash flow targets, as these can influence annual payouts and potential insider selling pressure upon vest .