Leo Denault
PG&EAbout Leo P. Denault
Leo P. Denault (age 65) joined the PG&E Corporation and Pacific Gas and Electric Company Boards in February 2025 as an independent, non‑employee director. He serves on the Audit Committee and the Finance and Innovation Committee. Denault brings decades of utility leadership, finance, risk, and nuclear operations experience from Entergy, and currently serves as Senior Advisor at ArcLight Capital Partners. As of March 15, 2025, he beneficially owned 6,300 PG&E Corporation shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Corporation | Executive Chairman | 2022–2023 | Led strategic oversight following CEO tenure |
| Entergy Corporation | Chief Executive Officer | 2013–2022 | Transformed portfolio; nuclear operations experience via INPO and WANO Atlanta Centre board service |
| Entergy Corporation | EVP & Chief Financial Officer | 2004–2013 | Finance, strategic planning, risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArcLight Capital Partners, LLC | Senior Advisor | 2023–present | Middle market infrastructure investor advisory |
| Huntington Ingalls Industries, Inc. | Director; Audit Committee Chair | 2022–present | Audit leadership; financial oversight |
| Alpha Generation | Board service | 2024–present | Energy‑related board service |
Board Governance
- Independence: All current non‑employee directors (including Denault) and nominees are independent under NYSE rules; no transactions or relationships compromised independence in 2024 .
- Committees: Denault serves on Audit and Finance & Innovation. Audit oversees financial statements, ICFR, auditors, compliance/ethics, related‑person transactions, and enterprise risk allocation; Finance & Innovation oversees multi‑year financial outlook, dividend policy, capital plans, financing, and strategic tech/clean energy investments .
- Committee leadership: Audit Committee chaired by Benjamin F. Wilson; Finance & Innovation Committee chaired by William L. Smith (Denault not a chair) .
- Attendance/engagement: In 2024, the Corporation and Utility Boards each met 7 times; director Board attendance was 100%, with each incumbent attending at least 75% of Board and committee meetings; expected attendance at annual meetings was met in 2024 (Denault joined in 2025) .
- Executive sessions: Regular executive sessions without management; independent Chairs preside .
- Director refreshment: Denault identified via independent search firm and appointed in early 2025, submitted to shareholders in 2025 slate .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | $120,000 (paid $30,000 per quarter) | Utility pays no additional retainer when paid by Corporation for same role |
| Corporation Chair of the Board additional retainer | $80,000 (paid $20,000 per quarter) | Not applicable to Denault |
| Utility Chair of the Board additional retainer | $20,000 (paid $5,000 per quarter) | Not applicable to Denault |
| Committee chair additional retainers | $30,000 Audit; $20,000 PC; $20,000 SNO; $20,000 FI; $20,000 SG | Denault is a member, not a chair |
| Meeting fees | None | No per‑meeting fees currently |
2024 Director Compensation (illustrative framework; Denault joined in 2025): Most non‑employee directors received $120,000 cash and $179,992 in RSUs; the Corporation Chair received $279,986 in RSUs, reflecting the $100,000 additional equity .
Performance Compensation
| Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU award (non‑employee director) | $180,000 | Vests at earlier of first anniversary of grant or end of director’s annual term; accelerated on death/disability or CIC + termination; forfeited if service ends pre‑vesting | None (time‑based RSUs; no performance conditions) |
| Corporation Chair incremental RSU award | $100,000 additional (total $280,000) | Same as above | None |
| Non‑employee director equity/cash limits | Equity ≤ $400,000/year; total cash+equity ≤ $750,000/year; Chair limit increased by 200% | Shareholder‑approved under 2021 LTIP | |
| Deferral elections | RSU settlement may be deferred (lump sum or 10 annual installments with specified distribution timing) | Several directors deferred RSU settlement in 2024; no directors deferred retainers in 2024 | Structural feature; not performance‑linked |
Other Directorships & Interlocks
| External Company | Shared relationship with PG&E | Potential interlock/conflict commentary |
|---|---|---|
| Huntington Ingalls Industries (HII) | None disclosed | No PG&E related‑person transactions identified involving HII; Audit oversees related‑party reviews |
| ArcLight Capital Partners / Alpha Generation | None disclosed | No related‑person transactions disclosed involving these entities for 2024; monitor for future transactions given energy infrastructure focus |
Expertise & Qualifications
- Skills: Financial performance and planning; risk management; utility operations and related engineering; nuclear operations experience via INPO/WANO Atlanta Centre board service .
- Board matrix: Finance/risk/utility operations expertise matches PG&E’s prioritized skills (wildfire safety, risk management, utility ops, cybersecurity) across the Board .
Equity Ownership
| Holder | Beneficial Stock Ownership | Percent of Class | Common Stock Equivalents | Notes |
|---|---|---|---|---|
| Leo P. Denault | 6,300 | * | 0 | No shares pledged; directors/officers prohibited from hedging or pledging; right‑to‑acquire within 60 days list does not name Denault |
Stock ownership guidelines: Non‑employee directors must own ≥5x annual Board retainer value and hold 100% of qualifying holdings until compliant, with target achieved within 5 years; PG&E states all non‑employee directors comply with these guidelines .
Governance Assessment
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Strengths for investor confidence:
- Independence and seasoned utility leadership with finance and risk credentials; committee assignments align with background (Audit and Finance & Innovation) .
- Simple director pay design (cash retainer + time‑based RSUs), hard caps on director compensation, and optional RSU deferrals; no options or per‑meeting fees in 2024 .
- Board‑level attendance strong in 2024; robust committee oversight of safety, risk, and cybersecurity; regular executive sessions and annual evaluations (external facilitation recently) .
- Ownership alignment via stringent 5x retainer guidelines and hedging/pledging prohibition .
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Monitoring points:
- Advisor role at ArcLight and audit chair role at HII: No related‑party transactions disclosed, but ongoing surveillance is prudent given potential for future dealings with energy infrastructure entities; Audit Committee oversight mitigates risk .
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RED FLAGS
- None disclosed specific to Denault in 2024–2025 regarding related‑party transactions, hedging/pledging, or attendance. Continue monitoring for any new engagements that could introduce conflicts .
Conclusion: Denault’s appointment adds deeply relevant utility and financial expertise to core oversight committees. Compensation/ownership structures align interests, and current disclosures show no conflicts; ongoing monitoring of external affiliations is recommended for interlock risk.