John Simon
PG&EAbout John R. Simon
Executive Vice President, General Counsel, and Chief Ethics & Compliance Officer of PG&E Corporation; age 60 as of February 12, 2025, serving in current role since August 15, 2020, with prior roles including Interim CEO (Jan–May 2019), EVP Law, Strategy & Policy (2019–2020), EVP & General Counsel (2017–2019), and EVP Corporate Services & HR (2015–2017) . Corporate performance metrics tied to incentive outcomes include 2024 non-GAAP core EPS of $1.36 (+10.6% YoY) and a certified STIP company score of 1.036, and PCG ranked first in its peer group with 65.0% three-year TSR for the 2022–2024 PSU period, driving a 118.1% LTIP outcome for that cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PG&E Corporation | EVP, General Counsel & Chief Ethics & Compliance Officer | Aug 15, 2020 – present | Oversight of legal, ethics, and compliance functions |
| PG&E Corporation | EVP, Law, Strategy & Policy | Jun 2019 – Aug 2020 | Led legal and corporate strategy/policy |
| PG&E Corporation | Interim Chief Executive Officer | Jan 2019 – May 2019 | Acting leadership and executive continuity |
| PG&E Corporation | EVP & General Counsel | Mar 2017 – Jan 2019 | Led corporate legal affairs |
| PG&E Corporation | EVP, Corporate Services & Human Resources | Aug 2015 – Feb 2017 | Led HR and corporate services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed for John R. Simon in PCG’s 2025 proxy and 2024 10-K . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 812,248 | 846,308 | 878,182 |
| Bonus ($) | 0 | 0 | 0 |
| Stock Awards ($) | 1,854,956 | 1,912,843 | 3,283,977 |
| Option Awards ($) | 0 | 0 | 0 |
| Non-Equity Incentive (STIP) ($) | 725,760 | 1,100,899 | 682,347 |
| Change in Pension Value ($) | 11,337 | 1,096,294 | 1,185,466 |
| All Other Compensation ($) | 36,605 | 38,164 | 48,823 |
| Total ($) | 3,440,906 | 4,994,509 | 6,078,795 |
2024 STIP target mechanics:
| Item | Value |
|---|---|
| Target STIP (% of Base) | 75% |
| Target STIP ($) | $658,636 |
| Company Score | 1.036 |
| Individual Performance Modifier | 100% |
| Actual STIP ($) | $682,347 |
Performance Compensation
2024 STIP scorecard (company score certified at 1.036):
| Metric (Weight) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score |
|---|---|---|---|---|---|---|
| Weather-normalized CPUC-reportable fire ignitions rate (25%) | 0.95 | 0.90 | 0.85 | 1.41 | 0.000 | 0.000 |
| Quality pass rate (10%) | 0.50 | 1.00 | 2.00 | 2.00 | 2.000 | 0.200 |
| Gas dig-in rate (5%) | 1.22 | 1.17 | 1.10 | 1.00 | 2.000 | 0.100 |
| Preventable motor vehicle incident rate (5%) | 2.34 | 2.25 | 2.21 | 2.38 | 0.000 | 0.000 |
| DCPP reliability and safety indicator (5%) | 95.0 | 97.5 | 100.0 | 100.0 | 2.000 | 0.100 |
| Safe dam operating capacity (5%) | 97.0% | 97.5% | 97.9% | 98.0% | 2.000 | 0.100 |
| Serious injury actual count (5%) | 2 | 1 | 0 | 7 | 0.000 | 0.000 |
| CEMI-5 & CEMI-10 index (10%) | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 | 0.500 |
| Non-GAAP core EPS (20%) | $1.31 | $1.33 | $1.35 | $1.36 | 2.000 | 0.400 |
| Operating cash flow (10%) | $7,124 | $8,382 | $9,639 | $8,035 | 0.862 | 0.086 |
| Final Company Score (after downward discretion) | — | — | — | — | — | 1.036 |
LTIP design and outcomes:
- 2024 LTIP granted 100% in PSUs; program emphasizes safety, customer, and financial performance, including relative TSR; wildfire safety metrics comprise 40% of LTIP; STIP wildfire metrics comprise 35% .
- 2022–2024 PSU cycle outcome: 118.1% of target driven by peer-leading cumulative TSR of 65.0% over period ending December 31, 2024 .
Equity Ownership & Alignment
Ownership and near-term settlement rights:
| Item | Amount |
|---|---|
| Beneficial stock ownership (as of Mar 15, 2025) | 445,690 shares; <1% of class |
| Shares acquirable within 60 days (options/RSUs/PSUs/phantoms) | 44,150 shares |
| Hedging/Pledging | Prohibited for directors and Section 16 officers; no shares pledged |
Outstanding equity awards (Dec 31, 2024):
| Award Type | Award Date | Vesting Date(s) | Units |
|---|---|---|---|
| RSU | 3/1/2024 | 3/1/2025 | 18,072 |
| RSU | 3/1/2024 | 3/1/2026 | 36,145 |
| RSU | 3/1/2024 | 3/1/2027 | 36,145 |
| PSU (Earned) | 3/1/2022 | 3/1/2025 | 175,012 |
| PSU (Unearned) | 3/1/2023 | 3/1/2026 | 112,109 |
| PSU (Unearned) | 3/1/2024 | 3/1/2027 | 105,423 |
| Options (Exercisable) | 2018 grant | Exp. 3/1/2028 | 43,989; Exercise price $41.26 |
Unvested award values (Dec 31, 2024, $20.18 close):
- Unvested RSUs and earned PSUs: 265,374 units; market value $5,355,247 .
- Unearned PSUs: 217,532 units; market/payout value $5,926,220 (assumes presentation rules for TSR adjustments) .
Stock Ownership Guidelines:
- EVP ownership requirement: 300% of base salary; officers have five years to comply; all NEOs have met or are expected to meet within period; 100% net share holding requirement until met .
Vesting activity in 2024:
- Shares vested: 124,843; value realized: $2,073,642 (at $16.60/$16.25/$17.53 per vest dates, incl. dividends) .
Options moneyness:
- Exercise price ($41.26) vs. 12/31/24 close ($20.18) indicates options are out-of-the-money on that date .
Employment Terms
Pension and deferred arrangements:
- Retirement Plan (final pay formula): 17.71 years credited service; present value $3,274,520 (as of Dec 31, 2024) .
- SERP: present value $2,572,575; Mr. Simon participates in SERP (closed to new entrants) and is eligible for early retirement; if retired Dec 31, 2024, early retirement reduction would be 6% .
- Post-Retirement Life Insurance: upon qualifying retirement, lump-sum cash equal to present value of coverage equal to last 12 months of salary (specific to Mr. Simon) .
Severance policy and CIC terms:
- Termination without cause: cash severance of one times base salary + STIP target; pro-rata PSU vesting; RSUs and options continue vesting for 12 months; limited COBRA and outplacement .
- Change-in-control (double-trigger): for NEOs other than CEO, cash severance of two times base salary + STIP target; LTIP award agreements provide acceleration/vesting if awards not assumed or upon qualifying termination; treatment table governs PSUs/RSUs/options (including 60-day RSU settlement in termination scenario) .
- Retirement treatment: Mr. Simon was the only NEO retirement-eligible under LTIP as of Dec 31, 2024; unvested PSUs vest pro-rata, RSUs and options continue to vest for 12 months under retirement conditions .
Potential payments summary for John R. Simon (as if effective Dec 31, 2024):
| Scenario | Pension PV ($) | Stock Awards Vesting ($) | Severance ($) | STIP ($) | Health Care ($) | Career Transition ($) | Life Insurance in lieu ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Resignation/Retirement | 6,081,646 | 5,283,503 | — | 682,347 | — | — | 323,076 | 12,370,572 |
| Termination for Cause | 6,081,646 | — | — | — | — | — | 323,076 | 6,404,722 |
| Termination Without Cause | 6,081,646 | 5,649,190 | 1,546,132 | 682,347 | 41,584 | 19,500 | 323,076 | 14,343,474 |
| Disability | 6,081,646 | 9,287,481 | — | 682,347 | — | — | — | 16,051,474 |
| Death | 3,332,855 | 9,287,481 | — | 682,347 | — | — | — | 13,302,683 |
| Change in Control | 6,081,646 | 9,287,481 | 3,092,264 | 662,628 | 41,584 | 19,500 | 323,076 | 19,508,178 |
Clawbacks and risk controls:
- Dodd-Frank compliant clawback (three-year lookback), broader executive recoupment policy (including no-fault scenarios), and severance recoupment policy; no clawback actions in 2024 .
- Golden Parachute Restriction Policy requires shareholder approval if CIC payments exceed 2.99x base + target bonus; no excise tax gross-up; benefits may be reduced to avoid Section 4999 excise tax if more beneficial after-tax .
Other employment documentation:
- Retention Letter Agreement for John R. Simon dated Feb 20, 2024 (redacted) listed among exhibits .
Investment Implications
- Alignment: Heavy weighting of safety/customer metrics and 100% PSU LTIP structure (~76% of average NEO pay is performance-based) tightens pay-for-performance and aligns Simon’s incentives with wildfire risk reduction, reliability, and TSR, reducing agency risk .
- Selling pressure and vesting overhang: Multiple RSU tranches (2025–2027) and earned PSUs vesting Mar 1, 2025 (175,012 shares) create mechanical supply around vest dates; near-term 44,150 shares acquirable within 60 days add to potential liquidity events, though hedging/pledging prohibitions mitigate adverse alignment signals .
- Retention risk: Retirement eligibility under LTIP and substantial pension/SERP value ($5.85M PV) increase voluntary departure option value; however, severance constructs (double-trigger CIC, one-times base+target STIP without cause) and post-retirement life insurance benefits suggest balanced retention economics .
- Options are OTM (exercise $41.26 vs. $20.18 close at FY-end), so near-term insider selling is more likely tied to RSU/PSU settlements rather than option exercises, reducing price-insensitive option exercise flows .
- Governance safeguards (clawbacks, golden parachute cap, ownership guidelines at 300% of salary with holding requirements) and prohibition of pledging/hedging support investor alignment and lower headline risk from compensation practices .