Cheryl Campbell
PG&EAbout Cheryl F. Campbell
Independent director since April 2019 (tenure: 6 years), age 65. Campbell is the independent non‑executive Chair of the Pacific Gas and Electric Company (Utility) Board (since Dec 2022) and Chair of the Safety and Nuclear Oversight Committee. She is a retired Senior Vice President of Gas at Xcel Energy and has 35 years of energy experience spanning midstream, interstate pipelines, and utilities, with national pipeline safety policy exposure via the U.S. DOT Gas Pipeline Advisory Committee. She is deemed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcel Energy, Inc. | Senior Vice President, Gas | 2015–2018 | Developed industry-leading gas integrity and risk management programs; improved operating, environmental, and safety metrics |
| West Gas Interstate Company (Xcel subsidiary) | President & CEO | 2012–2018 | Led interstate pipeline operations |
| Energy Industry Consultant | Consultant | 2019–2021 | Advisory across energy operations |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| TC Energy Corporation | Director | Public company | 2022–present |
| Summit Utilities, Inc. | Chair of the Board | Private | 2020–present |
| JANA Corporation | Director | Private | 2020–present |
| NACD, Colorado Chapter | Board/Leader | Non-profit/professional | 2022–present |
| Prior: Women’s Leadership Foundation | Chair of the Board | Non-profit | 2020–2023 |
| Prior: Gold Shovel Association | Director | Industry | 2020–2022 |
| Prior: National Underground Group | Director | Private | 2018–2023 |
Board Governance
- Current committee assignments: Executive Committee (Chair, Utility), Safety and Nuclear Oversight (Chair), Sustainability and Governance (member).
- Independence: All current non‑employee directors (including Campbell) and nominees are independent under NYSE definitions; no transactions in 2024 compromised any non‑employee director’s independence.
- Attendance and engagement: 2024 Board meeting attendance was 100% for both Corporation and Utility Boards; each incumbent director attended at least 75% of combined Board and committee meetings; directors attend annual meetings.
- Leadership structure: The Utility maintains an independent Chair; Campbell has served as independent non‑executive Chair since December 2022.
- Executive sessions: Independent Chairs lead executive sessions at each regularly scheduled Board meeting.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $120,000 | Standard non‑employee director cash retainer |
| Utility Chair Retainer (cash) | $20,000 | Additional annual cash retainer for Utility Chair |
| S&NO Committee Chair Retainer (cash) | $20,000 | Additional annual cash retainer for committee chair |
| Meeting Fees | $0 | No per‑meeting fees (policy) |
| Total 2024 Cash Paid | $160,000 | Reported as “Fees Earned or Paid in Cash” for Campbell |
Performance Compensation (Equity) – 2024
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Deferral/Election | Options |
|---|---|---|---|---|---|---|
| RSUs (annual grant) | May 19, 2024 | 9,677 RSUs | $179,992 | Vest at earlier of one year from grant date or end of annual term; accelerate on death/disability or upon change in control plus termination; forfeiture if service ends before vesting | Elected to defer settlement of 2024 vested RSUs (timing per LTIP deferral rules) | No options granted; none outstanding as of 12/31/2024 |
Stock ownership guidelines require non‑employee directors to own at least 5x the annual Board retainer and to hold 100% of qualifying holdings until compliance; all non‑employee directors comply.
Other Directorships & Interlocks
| Company | PG&E Relationship/Commentary |
|---|---|
| TC Energy Corporation (public) | Midstream/pipeline company. No related‑party transactions disclosed by PG&E involving Campbell; independence affirmed. Monitor for potential industry overlap, but no specific PG&E‑TC Energy dealings disclosed. |
Expertise & Qualifications
- Natural gas transmission/distribution operations and safety; developed gas integrity and risk management programs at Xcel Energy.
- Public safety leadership; service on U.S. DOT Gas Pipeline Advisory Committee for pipeline safety regulations.
- Committee leadership in safety oversight at PG&E (Chair, Safety and Nuclear Oversight).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (PG&E Corp. common) | 54,165 shares (<1%) as of Mar 15, 2025 |
| Common stock equivalents | 0 |
| Unvested RSUs outstanding (12/31/2024) | 9,677 RSUs (standard annual grant) |
| Hedging/pledging | Hedging prohibited; no shares pledged; pledging prohibited |
| Ownership guideline | 5x annual Board retainer; all non‑employee directors comply |
Governance Assessment
- Strengths: Deep gas operations and safety expertise aligned to PG&E’s risk profile; leadership as Utility Board Chair and S&NO Chair indicates high governance trust; full Board attendance reinforces engagement; equity deferral suggests long‑term alignment; compliance with robust stock ownership guidelines; no options or per‑meeting fees reduces risk of short‑term incentives.
- Independence and conflicts: Board determined no compromising transactions in 2024; Campbell’s external public board (TC Energy) represents industry adjacency but no PG&E related‑party exposure disclosed; directors prohibited from hedging/pledging.
- RED FLAGS: None disclosed regarding attendance, related‑party transactions, hedging/pledging, or option repricing. Continue monitoring for any future supplier/customer interlocks or policy conflicts arising from external roles.