Kerry Cooper
PG&EAbout Kerry W. Cooper
Kerry W. Cooper serves as Independent Chair of the Board of PG&E Corporation (PCG) since October 31, 2024, and has been a director of both PG&E Corporation and Pacific Gas and Electric Company since July 2020; she is 53 years old as of March 24, 2025 . Her background includes senior operating and marketing roles at consumer and energy marketplaces (President and COO of Rothy’s, CEO of Choose Energy, senior roles at Modcloth and Walmart.com) with core credentials in large-scale customer experience, financial performance/planning, and technology/cybersecurity . Education: BS in Mechanical Engineering (University of Texas at Austin) and MBA (Harvard University), per PG&E’s 10/15/2024 announcement of her election as Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothy’s Inc. | President & Chief Operating Officer | 2017–2020 | Led customer-focused growth in consumer goods, scaling operations |
| Choose Energy Inc. | Chief Executive Officer | 2013–2016 | Built national energy marketplace across deregulated states and expanded into natural gas and solar |
| Modcloth | Chief Operating Officer; Chief Marketing Officer | 2010–2013 | Consumer growth and brand/marketing strategy |
| Walmart.com | VP Global eCommerce; CMO/VP Marketing & Strategy | 2008–2010 (eCommerce role in 2010) | Scaled customer programs and digital strategy at a large-scale platform |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Upstart Holdings Inc. | Director | 2021–present | Public company board service |
| Mozilla | Board member | 2023–present | Non-profit/tech governance |
| Fictiv | Board member | 2023–present | Private manufacturing platform |
| TPB Acquisition Corporation Inc. | Director | 2021–2023 | SPAC board service (prior) |
| Fernish | Board member | 2020–2023 | Private company (prior) |
Board Governance
- Independent status: PG&E affirms all current non-employee directors and director nominees are independent under NYSE rules; no transactions compromised any non-employee director’s independence in 2024, and no familial relationships exist among directors/executives .
- PG&E Corporation board leadership: roles of Chair and CEO are separated; Kerry Cooper is the independent Chair since October 2024; prior Chair was Robert C. Flexon (July 2020–October 2024) .
- Committee assignments (Kerry Cooper): Executive Committee (Chair, PG&E Corporation), Finance & Innovation, People & Compensation .
- Committee independence and requirements: committees are entirely independent; heightened independence standards apply to Audit and People & Compensation; safety oversight committees require wildfire/gas/cyber/nuclear expertise .
- Attendance and engagement: 2024 board meeting attendance was 100% at both PG&E Corporation and Utility; each incumbent director attended at least 75% of their committee meetings; directors are expected to attend annual meetings and all did in 2024 .
- Executive sessions: independent directors meet in executive session at each regularly scheduled Board meeting, chaired by the independent Chair who sets agendas .
| 2024 Meetings | Boards | Audit | People & Compensation | Finance & Innovation | Sustainability & Governance | Safety & Nuclear Oversight |
|---|---|---|---|---|---|---|
| Count | 7 | 9 | 6 | 5 | 4 | 7 |
Fixed Compensation
- Director retainer: non-employee directors receive $120,000 annually (paid quarterly); PG&E Corporation Chair receives an additional $80,000 annually; Utility Chair receives an additional $20,000 annually; there are no per-meeting fees and no concurrent Utility retainers when paid by the Corporation for the same role .
- Committee chair additional retainers: Audit $30,000; People & Compensation $20,000; Safety & Nuclear Oversight $20,000; Finance & Innovation $20,000; Sustainability & Governance $20,000 .
- 2024 cash fees (Kerry Cooper): $133,261; stock awards grant-date fair value $179,992; total $313,253 .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director retainer |
| Chair (PG&E Corp) add’l | $80,000 | Independent Chair retainer (applies to Chair role; cash fee table reflects 2024 pro-rata for role change) |
| Committee chair fees | $20,000–$30,000 | Based on committee; not applicable to Cooper in 2024 unless chairing Exec (no fee listed for Exec) |
| 2024 cash paid (Cooper) | $133,261 | Fees Earned or Paid in Cash |
| Retirement benefits | None | Non-employee directors are not provided retirement benefits |
| Meeting fees | None | No per-meeting fees |
Performance Compensation
- Annual director equity grants: under the 2021 LTIP, non-employee directors received $180,000 in RSUs after election in 2024; the PG&E Corporation Chair received $280,000 in RSUs; RSUs vest at the earlier of one year from grant, end of term, death/disability, or certain change-in-control events; directors may elect to defer settlement in specified formats and timing .
- 2024 RSU grant specifics: all non-employee directors except the PG&E Corporation Chair received 9,677 RSUs ($179,992 grant-date value); the Chair received 15,053 RSUs ($279,986 grant-date value) .
- Deferral elections: several directors deferred settlement of vested RSUs in 2024; Cooper is not listed among deferrers .
| Grant Date | Type | Units | Grant-Date Value | Vesting/Settlement Terms |
|---|---|---|---|---|
| May 19, 2024 | RSU | 9,677 | $179,992 | Vests at earlier of first anniversary, end of director’s term, death/disability, or qualifying change-in-control; settlement in PG&E common stock; optional deferral available |
| May 22, 2025 | RSU | 17,038 | N/A | RSUs granted under 2021 LTIP; footnote confirms vesting conditions as above; acquisition reported on Form 4 |
No stock options were granted to directors in 2024, and no options were outstanding as of December 31, 2024 .
Other Directorships & Interlocks
- Public company directorships: Upstart Holdings Inc. (2021–present) .
- Other boards: Mozilla (2023–present); Fictiv (2023–present); prior board TPB Acquisition Corporation Inc. (2021–2023); prior role at Fernish (2020–2023) .
- Interlocks/conflicts: PG&E discloses no transactions compromising director independence in 2024; related person transactions disclosed involve large shareholders providing asset management/recordkeeping services (BlackRock $3.4M; Fidelity $0.2M; JPMorgan $1.7M; State Street $2.5M), initiated prior to 5% ownership; overseen per Related Person Transaction Policy .
Expertise & Qualifications
- Skills matrix: large-scale customer experience; financial performance and planning; technology and cybersecurity; Independent Chair leadership .
- Governance leadership: member of Finance & Innovation and People & Compensation committees; chairs the PG&E Corporation Executive Committee .
Equity Ownership
- Beneficial ownership (as of March 15, 2025): 39,439 shares beneficially owned; common stock equivalents 9,266; total 48,705; less than 1% of class; no shares pledged .
- Anti-hedging/pledging: Insider Trading Standard prohibits hedging/monetization, short sales, publicly traded options; prohibits margin accounts and pledging for directors and officers .
- Stock ownership guidelines: non-employee directors must own at least 5× the annual board retainer; directors must hold 100% of qualifying holdings until the target is attained; compliance affirmed for all non-employee directors .
| Holder | Beneficial Shares | % of Class | Common Stock Equivalents | Total |
|---|---|---|---|---|
| Kerry W. Cooper | 39,439 | <1% | 9,266 | 48,705 |
Insider Trades (last 24 months)
| Date | Security | Code | Units/Value | Notes |
|---|---|---|---|---|
| May 22, 2025 | RSUs (PG&E Corporation 2021 LTIP) | A | 17,038 units | RSUs vest at earlier of one year, end of term, death/disability, or qualifying change-in-control; Form 4 filed 05/27/2025 |
| May 17, 2024 (reported May 21, 2024) | RSUs grant under LTIP | A | 9,677 units | Director annual grant; covered in proxy and Form 4 context |
Fixed vs Performance Compensation Mix (2024: alignment)
| Category | Cash | Equity |
|---|---|---|
| 2024 (Cooper) | $133,261 cash fees | $179,992 RSU grant value; time-based vesting; no options |
Say-on-Pay & Shareholder Feedback (2025 AGM results)
| Proposal | For | Against | Abstain | Broker Non-Vote | Outcome |
|---|---|---|---|---|---|
| Advisory Vote on Executive Compensation (PG&E Corporation) | 1,821,515,209 | 82,177,839 | 1,310,742 | 74,254,225 | Approved |
| Advisory Vote on Executive Compensation (Utility) | 267,193,435 | 307,820 | 140,980 | 4,457,138 | Approved |
Compensation Committee Analysis
- Committee membership: Cooper serves on the People & Compensation Committee (not Chair) .
- Consultant independence: Meridian Compensation Partners advises on director/executive compensation; 2024 non-employee director compensation was based on periodic reviews with Meridian .
- Interlocks: PG&E reports no impermissible interlocks or insider participation on the People & Compensation Committee .
- Risk review: Meridian’s assessment concluded compensation arrangements do not encourage excessive risk-taking; mitigation includes clawbacks, ownership guidelines, payout caps, and anti-hedging/pledging policies .
Related Party Transactions & Policies
- Policy framework: Audit Committees review and approve/ratify related person transactions >$10,000; Chair or independent committee member may approve between meetings; policy requires arm’s-length comparability and alignment with shareholder interests; all related person transactions since Jan 1, 2024 were approved or ratified per policy .
- 2024 related person transactions: services from BlackRock, Fidelity, JPMorgan, State Street to trusts/benefit plans; initiated prior to 5% ownership; expected to continue in normal course .
- No specific related-party transactions disclosed involving Kerry W. Cooper .
Governance Assessment
- Strengths: independent Chair with customer/technology expertise; separation of Chair/CEO roles; full board attendance; robust committee oversight across safety, risk, and compensation; strict anti-hedging/pledging; meaningful director stock ownership guidelines; strong say-on-pay support in 2025 .
- Alignment: RSUs create shareholder alignment; directors must hold stock to meet 5× retainer guidelines; Cooper’s beneficial ownership and RSUs indicate skin-in-the-game; no pledging .
- Potential conflicts/Red Flags: none disclosed specific to Cooper; over-boarding policy limits and audit committee service thresholds are enforced; all directors comply; no impermissible compensation committee interlocks; no hedging/pledging permitted; no director-specific related party transactions flagged .
- Monitoring signals: As Independent Chair and People & Compensation member, Cooper influences board effectiveness and pay governance; oversight processes and external consultant usage support investor confidence .