Edward Cannizzaro
PG&EAbout Edward G. Cannizzaro
Edward G. Cannizzaro, age 64, has served as an independent director of PG&E Corporation (PCG) and Pacific Gas and Electric Company since February 2023, and is a member of the Audit Committees and the Finance and Innovation Committee; he is identified as an Audit Committee financial expert. He spent 40 years at KPMG, including Global Head of Quality, Risk and Regulatory (2018–2022), National Managing Partner – Risk Management (2016–2018), Global Lead Engagement Partner (2009–2016), and Western Area Managing Partner (2007–2009). He also serves on the Ross Stores, Inc. board. Cannizzaro holds a B.S. in Business Administration and Accounting from San Diego State University, is a CPA, and is a member of the Latino Corporate Directors Association.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Global Head of Quality, Risk & Regulatory | 2018–2022 | Designed and implemented global quality controls and ethics/compliance monitoring across 145 countries. |
| KPMG LLP (U.S.) | National Managing Partner – Risk Management | 2016–2018 | Led firmwide risk management; served on KPMG LLP and KPMG Americas boards (2014–2018). |
| KPMG LLP (U.S.) | Global Lead Engagement Partner | 2009–2016 | Oversight/governance for major audit clients across industries. |
| KPMG LLP (U.S.) | Western Area Managing Partner (Audit) | 2007–2009 | Regional leadership for Audit; prior partner and leadership roles since 1994. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ross Stores, Inc. | Director | 2022–present | Chair, Nominating & Corporate Governance Committee; Member, Audit Committee. |
Board Governance
- Independence: All current non-employee directors (including Cannizzaro) are independent under NYSE definitions; no transactions or relationships compromising independence were found for 2024.
- Committee assignments at PCG: Audit Committees (financial expert); Finance and Innovation Committee.
- Attendance: In 2024, the Corporation and Utility Boards each met seven times; director attendance at Board meetings was 100%, and each incumbent director attended at least 75% of total Board and committee meetings on which they served; all directors attended the 2024 joint annual meeting.
| Committee/Board | 2024 Meetings |
|---|---|
| Corporation Board | 7 |
| Utility Board | 7 |
| Audit (Corp+Utility concurrent) | 9 |
| People & Compensation | 6 |
| Finance & Innovation | 5 |
| Sustainability & Governance | 4 |
| Safety & Nuclear Oversight (Corp+Utility concurrent) | 7 |
Fixed Compensation
| Year | Fees Earned (Cash) | Equity Awards (Grant-Date FV) | Options | Notes |
|---|---|---|---|---|
| 2024 | $120,000 | $179,992 RSUs | $0; none outstanding year-end | Non-employee director RSU grant was 9,677 units on May 19, 2024, vesting at earlier of first anniversary or end of annual term. |
Non-Employee Director Total 2024 Compensation Framework (PG&E):
- Annual Board retainer: $120,000 for non-employee directors; Corporation Chair +$80,000; Utility Chair +$20,000. Committee chair retainers: Audit $30,000; People & Compensation $20,000; Safety & Nuclear Oversight $20,000; Finance & Innovation $20,000; Sustainability & Governance $20,000. Annual equity awards: $180,000 in RSUs; Corporation Chair +$100,000.
Performance Compensation
| Award Type | Performance Metrics | Vesting Schedule | Change-in-Control/Acceleration |
|---|---|---|---|
| RSUs (Non-Employee Director) | None; director equity awards are time-based, not metric-conditioned. | Vest at earlier of first anniversary of grant (May 19, 2024) or end of director’s annual term. | RSUs vest and settle upon death/disability, or if both Change in Control and director is terminated; otherwise forfeited if service ends prior to vest. |
No director options were granted in 2024; no option awards outstanding at 12/31/2024.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Ross Stores, Inc. | Director | Chair, Nominating & Corporate Governance; Member, Audit. | Retail apparel; no disclosed transactions with PG&E; PG&E auditor is Deloitte (not KPMG). No conflicts reported. |
- PG&E Related Person Transactions: Services by BlackRock ($3.4m), Fidelity ($0.2m), JPMorgan ($1.7m), State Street ($2.5m) to PG&E trusts/benefit plans; initiated before each became ≥5% holders; no Cannizzaro-specific related transactions disclosed.
- Related Person Transaction Policy: Audit Committees approve/ratify related person transactions >$10,000; all such transactions since Jan 1, 2024 were approved/ratified.
Expertise & Qualifications
- Audit, financial literacy, and risk management expertise; designated Audit Committee financial expert.
- Decades of audit, risk, operational regulatory compliance leadership at KPMG; global quality/risk program oversight.
- Public company board experience (Ross Stores).
- CPA; B.S. in Business Administration and Accounting (San Diego State University); member, Latino Corporate Directors Association.
Equity Ownership
| Holder | Beneficial Stock Ownership | Percent of Class | Common Stock Equivalents | Notes |
|---|---|---|---|---|
| Edward G. Cannizzaro | 10,877 shares | <1% | 0 | Has right to acquire 10,877 shares within 60 days via RSUs/options settlement; no pledged shares; hedging/pledging prohibited. Shares outstanding: 2,671,320,389 as of Feb 5, 2025. |
Stock Ownership Guidelines:
- Non-employee directors must own ≥5× annual Board retainer; 100% of qualifying holdings must be held until guidelines are attained; target within five years of election; all non-employee directors comply.
Deferrals:
- Cannizzaro elected to defer settlement of his vested 2024 RSUs under the LTIP, choosing settlement in a lump sum or 10 annual installments per plan options.
Insider Trades (Section 16)
| Date (Filed) | Form | Summary | Source |
|---|---|---|---|
| May 27, 2025 | Form 4 | Reported RSUs granted under PG&E Corporation 2021 LTIP; filing pertains to May 22, 2025 grant cycle. | |
| Mar 6, 2023 | Form 3 | Initial statement of beneficial ownership upon joining PCG boards. |
PG&E prohibits hedging or pledging of company stock by directors and Section 16 officers.
Governance Assessment
- Board effectiveness: Strong attendance (100% Board-level in 2024; ≥75% of Board/committee meetings for each incumbent), active committee structure, and Cannizzaro’s Audit financial expert designation support oversight quality.
- Alignment: Director pay is split between fixed cash retainer ($120k) and equity RSUs ($179,992; 9,677 units), with stringent ownership guidelines (≥5× retainer) and broad compliance; RSUs and deferral elections align directors with shareholder outcomes over time.
- Conflicts/Related-party risk: No Cannizzaro-specific related person transactions disclosed; PG&E policy requires Audit Committee review/approval of related transactions, and 2024 transactions were approved; PG&E’s auditor is Deloitte, limiting any KPMG-linked conflicts from Cannizzaro’s prior employment.
- RED FLAGS: None disclosed regarding pledging/hedging, attendance shortfalls, option repricing, tax gross-ups, or related-party transactions involving Cannizzaro.
Board Governance (Committee Detail Snapshot)
| Committee | Role | Notes |
|---|---|---|
| Audit Committees (Corp/Utility) | Member; financial expert | Deloitte independent auditor; committee comprised of independent directors. |
| Finance & Innovation (Corp) | Member | Focus on capital allocation and innovation oversight. |
Other Directorships & Interlocks (Network View)
| Company | Sector | Overlap/Interlock With PCG |
|---|---|---|
| Ross Stores, Inc. | Retail/Apparel | No disclosed supplier/customer conflicts; standard outside board service. |
Additional Notes
- Annual meeting participation: Directors attended 2024 joint annual meeting; 2025 annual meeting scheduled May 22, 2025 (virtual).
- Compensation committee interlocks: None impermissible; People & Compensation Committee comprised of independent directors.