Craig Fugate
PG&EAbout Craig Fugate
Independent director of PG&E Corporation (PCG) since July 2020; age 65. Background includes FEMA Administrator (2009–2017), Chief Resilience Officer at One Concern (2017–2022), Senior Advisor at Interagency Readiness Solutions (2017–present), and Principal of Craig Fugate Consulting, LLC (2017–present). Current board committees: Safety and Nuclear Oversight; Sustainability and Governance. Skills emphasized: wildfire safety/mitigation, climate resilience, and nuclear generation safety .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Emergency Management Agency (FEMA) | Administrator (Presidential appointee, Senate-confirmed) | 2009–2017 | Led federal responses to major disasters (Joplin/Moore tornadoes; Hurricanes Sandy/Matthew; 2016 Louisiana flooding); established safety culture and community-oriented emergency management |
| One Concern | Chief Resilience Officer | 2017–2022 | Emergency management technology; resilience strategy |
| Interagency Readiness Solutions | Senior Advisor | 2017–present | Emergency management support |
| Craig Fugate Consulting, LLC | Principal | 2017–present | Crisis response and emergency management advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Genasys (Public company) | Director | 2024–present | Current public company board service |
| America’s Public Television Stations | Board service | 2017–present | Other board service |
Board Governance
- Committee memberships: Safety and Nuclear Oversight; Sustainability and Governance; not indicated as chair in 2025 composition table .
- Independence: All current non‑employee directors (including Fugate) determined independent under NYSE definitions; no transactions/relationships in 2024 compromising independence; no familial relationships among directors/executives .
- Attendance and engagement: 2024 Board meetings—7 for Corporation and 7 for Utility; director attendance rates at Board meetings were 100%; each incumbent director attended at least 75% of total Board and committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight context: SNO Committees oversee operational risks (wildfire, safety, electric/gas operations, emergency response, cybersecurity); Audit allocates specific key risks to committees; CRO reports directly to SNO and Audit Committees .
Fixed Compensation
| Component (2024) | Amount/Terms | Fugate’s 2024 Actual |
|---|---|---|
| Annual cash retainer (Non-employee director) | $120,000 ($30,000 per quarter) | $120,000 |
| Committee chair additional retainers | Audit $30,000; PC $20,000; SNO $20,000; FI $20,000; SG $20,000 | Not applicable (not a chair) |
| Chair of Board adders | Corp Chair +$80,000; Utility Chair +$20,000 | Not applicable |
| Meeting fees | None | None |
Performance Compensation
| Equity/Terms (2024) | Grant Details | Vesting/Conditions | Fugate’s 2024 Actual |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | 9,677 RSUs; grant date May 19, 2024; grant-date value $179,992 | Vests at earlier of first anniversary (May 19, 2025) or end of annual term; accelerated upon death/disability or double-trigger change in control; forfeiture if service ends pre‑vesting; optional deferral of settlement | Stock awards $179,992; 9,677 RSUs outstanding at 12/31/2024 |
| Options | None granted in 2024; no options outstanding | n/a | $0 |
| Annual limits (LTIP) | Individual director equity award ≤$400,000; cash+equity cap ≤$750,000 (Chair limit +200%) | Shareholder-approved | Program terms (not individual-specific) |
| Performance metrics tied to director compensation | None—director RSUs are time-based (no revenue/EBITDA/TSR metrics for directors) | n/a | n/a |
Deferral elections: Fugate not listed among directors who elected to defer settlement of 2024 RSUs; listed directors were Campbell, Cannizzaro, Flexon, Hernandez, Niggli, Wilson .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Genasys | Public company directorship (current) | No proxy-identified conflicts with PG&E customers/suppliers; Compensation Committee reported no impermissible interlocks/insider participation |
| Related-person transactions (general) | Asset managers (BlackRock, Fidelity, JPMorgan, State Street) provide services to PG&E trusts; all ≥5% holders; services initiated before becoming 5% holders | Not linked to Fugate; Boards found no relationships compromising any non‑employee director’s independence in 2024 |
Expertise & Qualifications
- Deep emergency management experience across county, state, and federal levels; led FEMA through multiple record-breaking disaster years .
- Skills matrix alignment with PCG’s risk profile: wildfire safety/mitigation; climate resilience; nuclear generation safety; public policy and risk oversight context via SNO/SG committee work .
- Public company board experience (Genasys) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (PG&E Corp common, as of March 15, 2025) | 48,661 shares; <1% of class |
| Common stock equivalents | 0 |
| RSUs outstanding (12/31/2024) | 9,677 RSUs |
| Hedging/pledging | Directors/Section 16 Officers prohibited from hedging/monetization and pledging company stock; no reported shares pledged |
| Stock ownership guidelines | Minimum 5× annual Board retainer; directors must hold 100% of qualifying holdings until achieved; target within 5 years; all non‑employee directors comply |
Governance Assessment
- Independence and conflicts: Positive—NYSE independence affirmed; Boards identified no transactions/relationships compromising non‑employee director independence in 2024; no familial relationships; Compensation Committee reported no impermissible interlocks .
- Attendance and engagement: Strong—100% Board meeting attendance rates in 2024; each incumbent met ≥75% threshold for Board and committee meetings; all directors attended 2024 annual meeting .
- Compensation and alignment: Balanced—cash retainer $120,000 with equity RSUs $179,992; RSUs time-based vesting supports retention and alignment; robust director ownership guidelines (5× retainer) with full compliance; hedging/pledging prohibited .
- Committee effectiveness: Fugate’s placement on SNO and SG aligns with his disaster management and resilience expertise; SNO’s remit covers operational risks central to PCG’s investment case (wildfire, safety, cyber), signaling targeted oversight .
- Shareholder sentiment context: Strong say‑on‑pay support in 2024 (over 95% and 99% at Corporation/Utility), indicating broad confidence in governance and pay programs—supportive backdrop for board credibility (not director‑specific but relevant to investor confidence) .
Red Flags
- None identified for Fugate in proxy disclosures: no related-party transactions, no hedging/pledging, no attendance shortfalls, no option repricing, no tax gross‑ups noted for directors .