Jessica Denecour
PG&EAbout Jessica L. Denecour
Independent director since July 2020 (age 63). Former SVP & CIO at Varian Medical Systems with >30 years leading IT transformations, cybersecurity risk management, data privacy/security, and governance programs. At PCG she chairs Sustainability & Governance and serves on People & Compensation, Safety & Nuclear Oversight, and the Executive Committee; she is classified as independent under NYSE rules. Board-level meeting attendance in 2024 was 100% for both boards, with each incumbent director attending at least 75% of their board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems | SVP & Chief Information Officer | 2006–2017 | Led multiple IT transformations; built cybersecurity risk mgmt, data privacy/security, IT governance and systems |
| Agilent Technologies | VP, Global IT Application & Solution Services; Global Infrastructure & Operations | 2000–2005 | Drove enterprise IT; large-scale systems and operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MobileIron, Inc. (public) | Director | 2017–2020 | Chair, Cybersecurity Committee; Chair, Nominating & Governance Committee |
| Athena Alliance | Founding Member (non-profit) | 2016–2018 | Board work supporting gender parity in the boardroom |
| Children’s Discovery Museum of San Jose | Director (non-profit) | 2010–2017 | Community and education focus |
Board Governance
- Current PCG/Utility committees: Chair, Sustainability & Governance (oversees director selection, governance, ESG, climate resilience); Member, People & Compensation; Member, Safety & Nuclear Oversight; Member, Executive Committee. All standing committees (other than Executive) are composed entirely of independent directors.
- Independence: All current non-employee directors (including Denecour) and the 2025 nominee were determined independent under NYSE standards; no transactions or relationships in 2024 that would compromise any non-employee director’s independence.
- Engagement/Attendance: 2024 board meetings (7 Corp/7 Utility) had 100% attendance; each incumbent director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting. Executive sessions of independent directors occur at each regularly scheduled meeting.
- 2025 shareholder vote (PCG): Denecour received 1,730,026,143 For; 174,229,436 Against; 748,211 Abstain; elected through 2026 annual meeting. Say‑on‑Pay passed (For 1,821,515,209; Against 82,177,839; Abstain 1,310,742).
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director cash retainer |
| Committee chair fee (Sustainability & Governance) | $20,000 | Committee chair retainer |
| Total cash (2024 actual for Denecour) | $140,000 | Reported “Fees Earned or Paid in Cash” |
| Meeting fees | $0 | No per-meeting fees |
| Other cash/benefits | $0 | No retirement benefits; no charitable match; expense reimbursement only |
Compensation governance: Director equity+cash annual limit $750,000 (chair: +200%); equity sub-limit $400,000 per director per year (under 2021 LTIP). Consultant Meridian advised on 2024 director pay.
Performance Compensation (Director Equity)
Directors receive time-vested RSUs (not performance-conditioned); vest at the earlier of first anniversary of grant or end of annual term; accelerate upon death/disability and upon change-in-control plus termination; directors may elect to defer settlement (not grants) of vested RSUs.
| Grant Detail | 2024 Cycle | 2025 Cycle |
|---|---|---|
| Grant date | May 19, 2024 | May 22, 2025 (transaction date on Form 4) [Read below] |
| RSU units (Denecour) | 9,677 units ($179,992 grant‑date value) | 10,575 units (award on Form 4; value depends on grant price) |
| Vesting | Earlier of 1 year from grant or end of director term | Earlier of 1 year from grant or end of director term |
| Deferral election (2024) | Denecour not listed among directors who elected to defer 2024 RSUs | Not disclosed |
| Notes | No stock options granted; no options outstanding at 12/31/24 | Subject to LTIP award limits |
Citations: 2024 grant amount/units/vesting and policy ; 2024 deferral participants (excludes Denecour) ; 2025 grant units from Form 4 (10,575) .
Other Directorships & Interlocks
| Company | Type | Current/Past | Role/Committees |
|---|---|---|---|
| MobileIron, Inc. | Public | Past (2017–2020) | Director; Chair, Cybersecurity; Chair, Nominating & Governance |
| Athena Alliance | Non-profit | Past | Founding member |
| Children’s Discovery Museum of San Jose | Non-profit | Past | Director |
No related-party transactions involving Denecour were disclosed; the company reported no independence-compromising relationships for any non-employee director in 2024.
Expertise & Qualifications
- Technology and Cybersecurity; Workforce/Public Safety; Risk Management. Led enterprise IT and cybersecurity programs as CIO; oversight experience in cyber risk, privacy/security, and IT governance; long-time California resident and utility customer, contributing local stakeholder perspective.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of Mar 15, 2025) | 50,102 shares (less than 1% of class) |
| Right to acquire within 60 days (options/RSUs/phantom settleable) | 25,087 shares |
| Common stock equivalents (deferred/units) | 0 |
| 2024 RSUs outstanding at 12/31/24 | 9,677 units outstanding for each non-employee director (including Denecour) |
| Ownership guideline | ≥5x annual cash retainer; all non-employee directors in compliance |
| Hedging/pledging | Prohibited; no reported pledging by directors/officers |
Insider transactions (Form 4):
| Date (Trans) | Type | Shares | Price | Post-Trans Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-05-22 | Award (RSUs/Common Stock settleable) | 10,575 | $0 | 70,428.76 | https://www.sec.gov/Archives/edgar/data/1004980/000100498025000107/0001004980-25-000107-index.htm |
| 2025-02-21 | Open market purchase | 1,347 | $15.79 | 59,803.08 | https://www.sec.gov/Archives/edgar/data/1004980/000100498025000014/0001004980-25-000014-index.htm |
| 2024-05-17 | Award (RSUs) | 9,677 | $0 | 58,369 | https://www.sec.gov/Archives/edgar/data/1004980/000100498024000082/0001004980-24-000082-index.htm |
| 2023-05-19 | Award (RSUs) | 10,836 | $0 | 48,649 | https://www.sec.gov/Archives/edgar/data/1004980/000100498023000112/0001004980-23-000112-index.htm |
Source: Insider-trades skill Form 4 retrieval (records for “Denecour Jessica,” PCG).
Governance Assessment
-
Strengths for investor confidence
- Independence and multi-committee service (Sustainability & Governance Chair; People & Compensation; Safety & Nuclear Oversight; Executive) align with PCG’s risk, ESG, and safety oversight priorities.
- Demonstrated cybersecurity and IT governance expertise directly relevant to utility cyber risk oversight and grid modernization; Board identifies cybersecurity as a key enterprise risk under SNO oversight.
- Ownership alignment: meaningful beneficial holdings, 2025 open market purchase, compliance with 5x retainer guideline, and no hedging/pledging. (Form 4 links above)
- Board processes: independent chair structure, regular executive sessions, robust committee independence, and annual third‑party board/committee evaluations.
-
Watch items / potential signals
- 2025 director election support for Denecour showed more “Against” votes than many peers (For 1,730,026,143; Against 174,229,436), suggesting some shareholder scrutiny; continued engagement on governance and risk oversight will be important.
- RSU awards are time-based (not performance-conditioned); however, director equity is standard market practice and capped by LTIP limits; there are no meeting fees or retirement benefits.
-
No red flags identified
- No related-party transactions implicating Denecour; the Board found no relationships compromising director independence in 2024.
- Directors met attendance expectations; all attended the 2024 annual meeting.
Overall: Denecour’s chair role in Sustainability & Governance and her cyber/IT background strengthen PCG’s oversight in governance, ESG, and cybersecurity. Insider purchase activity and policy-driven ownership bolster alignment. Maintain monitoring of shareholder support trends and continued transparency on committee outcomes (e.g., ESG/climate oversight and safety metrics linkage to compensation).