John Larsen
PG&EAbout John O. Larsen
Independent director nominee at PG&E Corporation (PCG) for 2025; age 61; expected to serve on Safety and Nuclear Oversight and People and Compensation committees. Former Chairman, President, and CEO at Alliant Energy; brings 36 years of regulated utility operating leadership across engineering, power generation, strategic planning, and large-scale customer engagement. Public company board experience includes Alliant Energy and TruStage Financial Group; prior oversight roles at American Transmission Company Management, EPRI, EEI, and AGA advisory board. Independence affirmed under NYSE standards for all non‑employee directors and the nominee cohort in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliant Energy Corporation | Chairman of the Board & Executive Chairman | 2024 | Guided utility strategy; oversight of clean energy transition . |
| Alliant Energy Corporation | Chairman & Chief Executive Officer | 2023 | Led operational and financial execution . |
| Alliant Energy Corporation | Chairman, President & Chief Executive Officer | 2019–2023 | Led Clean Energy Blueprint; advanced diversified, resilient infrastructure . |
| Alliant Energy (career) | Executive leadership across engineering, generation, strategic planning | 36 years | Deep utility operations, customer engagement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alliant Energy Corporation | Director | 2019–present | Same-industry board; operational expertise . |
| TruStage Financial Group, Inc | Director | 2021–present | Financial services oversight . |
| American Transmission Company Management, Inc. | Lead Director (Past) | 2019–2024 | Grid transmission governance . |
| Electric Power Research Institute (EPRI) | Board Member (Past) | 2021–2024 | Industry research and innovation . |
| Edison Electric Institute (EEI) | Board Member (Past) | 2019–2024 | Sector policy and advocacy . |
| American Gas Association (AGA) | Advisory Director (Past) | 2022–2024 | Gas utility policy input . |
Board Governance
- Committee assignments: expected Safety and Nuclear Oversight; People and Compensation .
- Independence: all current non‑employee directors and nominee Larsen meet NYSE independence standards; no familial relationships; no transactions compromising independence noted for non‑employee directors in 2024 .
- Attendance and engagement: in 2024 the Corporation and Utility Boards each held seven meetings; director attendance rate was 100% overall; each incumbent attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairs at both PG&E Corporation (Chair: Kerry W. Cooper) and Utility (Chair: Cheryl F. Campbell); regular executive sessions without management .
- Safety oversight: SNO committees dominated by wildfire, nuclear, gas safety expertise; SNO works jointly with People & Compensation on safety metrics in incentive programs .
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Non‑employee Director Cash Retainer | 120,000 | Paid quarterly; no per-meeting fees . |
| PG&E Corporation Chair Additional Retainer | 80,000 | Applies to Chair only . |
| Utility Chair Additional Retainer | 20,000 | Applies to Utility Chair only . |
| Audit Committee Chair Retainer | 30,000 | Additional for chair . |
| People & Compensation Chair Retainer | 20,000 | Additional for chair . |
| Safety & Nuclear Oversight Chair Retainer | 20,000 | Additional for chair . |
| Finance & Innovation Chair Retainer | 20,000 | Additional for chair . |
| Sustainability & Governance Chair Retainer | 20,000 | Additional for chair . |
- Deferrals and benefits: Directors may defer retainers and RSU settlement; no retirement benefits; misc. benefits (charitable match, AD&D) discontinued effective Jan 1, 2022; reimbursement of reasonable meeting-related expenses .
Performance Compensation
| Equity Component | Grant Date | Units/Shares | Grant Date Fair Value ($) | Vesting | Terms |
|---|---|---|---|---|---|
| Standard Director RSU (2024 cohort) | May 19, 2024 | 9,677 | 179,992 | Earlier of first anniversary or end of annual term | Vests upon death/disability; forfeiture if director ceases prior to vesting; may defer settlement; equity award limit $400k; aggregate cash+equity cap $750k (Chair +200%) . |
| Corporation Chair RSU (2024 cohort) | May 19, 2024 | 15,053 | 279,986 | Same as above | Same terms; chair supplemental limit applies . |
- Performance metrics: Non‑employee director equity is time‑vested RSUs; no revenue/EBITDA/TSR performance conditions for director awards .
- Equity award caps: Annual equity per director limited to $400,000; total cash+equity capped at $750,000 (Chair increased by 200%) .
Other Directorships & Interlocks
| Company | Relationship to PCG | Interlock/Conflict Notes |
|---|---|---|
| Alliant Energy (utility) | Same industry peer | Potential same‑industry information flow; PG&E over‑boarding policy limits directors to ≤3 public boards; Larsen’s combined service (PG&E Corp/Utility count as one; plus Alliant and TruStage) fits policy; audit committee simultaneous service limits monitored by Boards . |
| TruStage Financial Group | Financial services | No supplier/customer linkage disclosed; normal external board service . |
- Related‑party transactions: Proxy disclosed services by BlackRock ($3.4m), Fidelity ($0.2m), JPMorgan ($1.7m), State Street ($2.5m) to PG&E trusts/benefit plans; no Larsen‑specific related party transactions disclosed .
Expertise & Qualifications
- Utility operations and engineering; public policy; large‑scale customer experience; clean energy strategy leadership (Clean Energy Blueprint at Alliant) .
- Industry governance and research experience (EPRI, EEI, ATC); advisory responsibilities in gas sector (AGA) .
- Expected committee fit: Safety & Nuclear Oversight (wildfire/gas/nuclear/ERM expertise requirement) and People & Compensation (human capital & compensation oversight) .
Equity Ownership
| Holder | Beneficial Stock Ownership | Percent of Class | Common Stock Equivalents | Notes |
|---|---|---|---|---|
| John O. Larsen (as of Mar 15, 2025) | 0 | <1% | 0 | Directors prohibited from hedging or pledging company stock . |
- Ownership guidelines: Non‑employee directors must hold PG&E stock valued at ≥5x annual Board retainer, achieved within 5 years; must hold 100% of qualifying holdings until target met; guideline compliance affirmed for non‑employee directors (Larsen will be subject upon election) .
Governance Assessment
- Strengths: Deep utility operating credentials and policy experience aligned with SNO oversight; independence affirmed; board culture emphasizes full attendance and executive sessions; director pay structure balances cash retainer ($120k) and equity ($180k) to align interests; RSU vesting tied to service with double‑trigger for change‑in‑control; Compensation Committee uses independent consultant (Meridian) for director pay benchmarking .
- Potential red flags: As of Mar 15, 2025, Larsen holds 0 PG&E shares, implying near‑term alignment relies on RSU grants until ownership guideline reached; concurrent service at Alliant Energy (same industry) could present perceived interlocks, though over‑boarding limits are observed and no independence‑compromising relationships disclosed; no Larsen‑specific related‑party transactions noted .
- Attendance: 2024 attendance was 100% among incumbents; Larsen’s attendance will be trackable from 2025 onward .
Director Compensation Mix (2024 Framework)
| Pay Element | Amount ($) | Mix (%) |
|---|---|---|
| Cash Retainer | 120,000 | 40% . |
| Annual Equity RSU | 180,000 | 60% . |
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| Through Mar 15, 2025 (proxy disclosure) | Not disclosed | Beneficial ownership reported as 0; proxy does not list Larsen in 2024 director compensation table; equity awards would commence post‑election . |
Notes:
- Committee membership and chair roles: expected assignment to Safety and Nuclear Oversight and People and Compensation; no chair designation stated for Larsen .
- Board meeting counts (2024): Boards 7; Audit 9; People & Compensation 6; Finance & Innovation 5; Sustainability & Governance 4; Safety & Nuclear Oversight 7 .