Mark Ferguson III

About Mark E. Ferguson III

Independent director of PG&E Corporation and Pacific Gas and Electric Company since July 2020; age 68. Ferguson chairs the People and Compensation Committee and serves on the Safety and Nuclear Oversight and Executive Committees. He is an independent defense and aerospace consultant (MK3 Global LLC) and a retired U.S. Navy admiral with experience in nuclear reactor operations/engineering, risk and change management, human resources, and cyber preparedness; he holds an NACD certification in cyber risk oversight. Public company board service includes VSE Corporation (Chair, Nominating & Governance Committee). Tenure on PCG board: 5 years.

Past Roles

External Roles

Board Governance

• Current PCG Committees: People & Compensation (Chair); Safety & Nuclear Oversight; Executive. Independence: All non-employee directors (including Ferguson) are independent under NYSE rules. Board nominees are recommended FOR election.
• Attendance and engagement: In 2024 there were seven Corporation Board and seven Utility Board meetings; Board attendance rates were 100%, and each incumbent director attended at least 75% of the total meetings of the Boards and committees on which they served. All directors attended the 2024 annual meeting.
• Executive sessions and leadership: Independent Chairs at both Corporation and Utility; regular executive sessions without management. No Lead Independent Director given independent Chair structure.
• Committee requirements: All standing committees (except Executive) composed entirely of independent directors; heightened independence standards for Audit and People & Compensation; SNO members require specified safety/ERM/nuclear expertise. No impermissible interlocks or inside directors on the People & Compensation Committee.
• Risk oversight linkage: Safety & Nuclear Oversight works with People & Compensation on selecting and assessing safety metrics used in incentive plans.

Fixed Compensation (Director)

• 2024 Director pay (non-employee): Annual retainer $120,000 cash; Committee Chair adders $20,000 (People & Compensation). No per-meeting fees; Utility pays no additional retainer when Corporation retainer is paid (except Utility Chair). Annual equity award target $180,000 in RSUs for non-employee directors; Corporation Chair receives additional $100,000. Annual equity/cash limits: equity ≤ $400,000; aggregate equity+cash ≤ $750,000 (higher limit for Chair).

Performance Compensation (Context: as PC Chair overseeing NEO plans)

• Non-employee directors do not receive performance-based pay; RSUs are time-based. As People & Compensation Chair, Ferguson oversees NEO incentive design emphasizing pay for performance, with 2024 PSU metrics/weights: Public Safety 40%, Customer Experience 25%, Relative TSR 35%. Committee’s independent consultant in 2024: Meridian Compensation Partners, LLC. Committee report is signed by Ferguson as Chair.

Other Directorships & Interlocks

• Interlocks: “No impermissible interlocks or inside directors” on People & Compensation Committee. Overboarding policy limits to three other public boards (besides PCG/Utility); all directors comply.

Expertise & Qualifications

• Skills matrix: Nuclear generation safety; workforce/public safety; management incentives. NACD certification in cyber risk oversight. Background includes high-level command roles and HR transformation in the U.S. Navy and strategic advisory experience.

Equity Ownership

• Stock ownership guidelines: Non-employee directors must own ≥5x annual Board retainer; directors must hold 100% of qualifying holdings until compliant; target within 5 years; all non-employee directors comply. Hedging/pledging prohibited.

Equity Award Terms (Directors)

• 2024 LTIP RSU grant: Each non-employee director received 9,677 RSUs (grant date May 19, 2024; $179,992 grant-date value). RSUs vest at the earlier of first anniversary or end of director’s annual term; vest upon death/disability or upon both Change in Control and termination. Directors may elect to defer settlement of vested RSUs; for 2024, Ferguson is not listed among directors who elected deferral. No stock options were granted or outstanding for directors in 2024.

Related Party Transactions & Conflicts

• Independence and conflicts: Boards identified no transactions or relationships compromising independence for any non-employee director during 2024; all non-employee directors are independent under NYSE rules.
• Related person transactions disclosed involve service providers (e.g., BlackRock, Fidelity, JPMorgan, State Street) tied to benefit/ND trust asset management; these entities are ≥5% shareholders; arrangements predate their 5% holder status and are expected to continue in the normal course. No director-specific related party transactions disclosed.

Governance Assessment

• Strengths: Independent committee leadership (Ferguson as PC Chair) with explicit safety and customer metrics in NEO incentives; independent consultant engagement; no impermissible interlocks; strong board/committee attendance; robust stock ownership guidelines and compliance; prohibition of hedging/pledging; transparent director fee/RSU structure with hard caps.
• Potential red flags: None disclosed specific to Ferguson. No per-meeting fees, no retirement benefits, and no options minimize risk of misalignment. Related-party transactions disclosed are institutional service providers—not director-related.

Note: All data reflect PG&E Corporation and Pacific Gas and Electric Company 2025 Joint Proxy Statement (DEF 14A) and are specific to 2024/2025 disclosures as cited above.