Marlene Santos
PG&EAbout Marlene Santos
Marlene M. Santos is Executive Vice President and Chief Customer and Enterprise Solutions Officer at Pacific Gas and Electric Company (the Utility), serving in this role since October 16, 2023 after joining PG&E as EVP and Chief Customer Officer on March 15, 2021; she is 64 and served as one of the Utility’s principal executive officers (PEOs) in 2024 . PG&E’s performance framework ties executive pay to safety, customer, and financial outcomes; in 2024, company STIP metrics produced a 1.036 score with EPS at $1.36 versus a $1.33 target, while the weather‑normalized fire ignitions metric scored zero, underscoring operational execution risk . Over FY 2022–2024, PCG revenues grew from $21.68B to $24.42B and EBITDA increased from $6.99B to $9.31B, reflecting improved financial stability amid a safety-first operating model * * *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gulf Power Company | President | Jan 2019 – Mar 2021 | Led utility operations and customer functions |
| NextEra Energy, Inc. | Chief Integration Officer | Mar 2015 – Dec 2018 | Enterprise integration leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 866,667 | 902,344 | 936,182 |
| Bonus ($) | 0 | 0 | 0 |
| Non‑Equity Incentive (STIP) ($) | 993,034 | 1,408,549 | 872,896 |
| All Other Compensation ($) | 155,677 | 200,978 | 235,786 |
| Total Compensation ($) | 4,788,022 | 5,397,418 | 5,229,955 |
2024 salary annualized rate: $941,855; STIP target 90% of base, target $842,564; actual payout $872,896 (company score 1.036, IPM 100%) .
Performance Compensation
2024 LTIP Grants (PSUs)
| Grant Date | PSU Type | Target Shares (#) | Maximum Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 3/1/2024 | Operational metrics PSU | 121,386 | 242,772 | 2,015,008 |
| 3/1/2024 | Relative TSR PSU | 65,362 | 130,724 | 1,145,142 |
| 2024 stock options granted | — | — | — | 0 |
2024 STIP Scorecard and Results
| Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score |
|---|---|---|---|---|---|---|---|
| Safety (aggregate) | 60% | — | — | — | — | — | — |
| 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 & 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 |
| Customer Experience (aggregate) | 10% | — | — | — | — | — | — |
| CEMI‑5 and CEMI‑10 index | 10% | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 | 0.500 |
| Financial Stability (aggregate) | 30% | — | — | — | — | — | — |
| Non‑GAAP core EPS ($) | 20% | 1.31 | 1.33 | 1.35 | 1.36 | 2.000 | 0.400 |
| Operating cash flow ($mm) | 10% | 7,124 | 8,382 | 9,639 | 8,035 | 0.862 | 0.086 |
| Final Company Score | — | — | — | — | — | — | 1.036 |
2024 STIP target and actual for Santos: Target 90% ($842,564), actual $872,896 (company score 1.036; IPM 100%) .
Equity Vesting and Overhang
| Award Type | Award Date | Vesting Date(s) | Units |
|---|---|---|---|
| Earned PSU (2012 cycle equivalent) | 3/1/2022 | 3/1/2025 | 260,014 |
| Unearned PSU (operational/TSR) | 3/1/2023 | 3/1/2026 | 166,560 |
| Unearned PSU (operational/TSR) | 3/1/2024 | 3/1/2027 | 186,748 |
| Options outstanding | — | — | 0 |
| Shares vested (2024) | — | Mar–May 2024 | 213,949; $3,478,811 value realized |
Relative TSR was a performance metric in PSUs; for 2022 PSU results, relative TSR achieved 100th percentile within the comparator group, contributing to a 1.181 overall PSU score for that cycle .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 204,917 PG&E Corp. common shares as of March 15, 2025; less than 1% of outstanding; no shares pledged |
| Unvested RSUs/PSUs | Earned PSUs not yet vested: 260,014; unearned PSUs: 353,308 |
| Options (exercisable/unexercisable) | None outstanding |
| Ownership guidelines | EVPs required to hold stock worth 300% of base salary; officers have 5 years to comply; all NEOs have met or are expected to meet |
| Hedging/pledging policy | Hedging and pledging prohibited; margin accounts not permitted |
| 10b5‑1 plan (selling cadence) | Adopted Nov 18, 2024 for sales upon PSU vesting; terminates on earlier of June 27, 2025 or completion of covered sales |
Employment Terms
- Severance policy (general): Termination without cause provides cash severance of 1x salary+STIP target for NEOs; double‑trigger CIC grants 2x salary+STIP target; pro‑rata vesting of PSUs and continued vesting of RSUs/options for one year; COBRA and outplacement benefits .
- Clawbacks: Dodd‑Frank compliant recoupment plus broader executive incentive recoupment and severance recoupment for defined misconduct triggers .
- STIP treatment: Death/disability yields prorated STIP; retirement/resignation rules allow Committee discretion for prorated payments when age ≥55 .
- Covenants: 12‑month non‑compete (as permitted by law) and non‑solicit; confidentiality and cooperation obligations; COBRA and career transition cash equivalents upon CIC termination .
Potential Payments for Santos (Dec 31, 2024 assumptions at $20.18/share)
| Scenario | Severance Payment ($) | Value of Stock Awards Vesting ($) | Pension Value ($) | STIP ($) | Health/Career Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause | 1,789,525 | 8,051,062 | 107,578 | 872,896 | 57,427 health; 19,500 transition | 10,898,988 |
| Change in control (double trigger) | 3,579,051 | 11,691,321 | 107,578 | 847,670 | 57,427 health; 19,500 transition | 16,302,547 |
| Disability | — | 11,691,321 | 107,578 | 872,896 | — | 12,671,795 |
| Death | — | 11,691,321 | 107,578 | 872,896 | — | 12,671,795 |
Post‑retirement life insurance benefit: $50,000 upon qualifying retirement at age ≥55 with ≥15 years of service .
Company Performance Context (for pay‑for‑performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 21,680,000,000 | 24,428,000,000 | 24,419,000,000 |
| EBITDA ($) | 6,994,000,000* | 7,186,000,000* | 9,313,000,000* |
*Values retrieved from S&P Global.
Performance & Track Record Highlights
- 2024 company STIP scored 1.036; EPS metric maxed at 2.000 while the wildfire ignitions metric scored zero, indicating continued operational vigilance requirements .
- 2022 PSU cycle included 100th percentile relative TSR and affordability outperformance contributing to a 1.181 overall PSU score .
Compensation Governance Checks
- People & Compensation Committee chair: Admiral Mark E. Ferguson III; no interlocks or insider participation; independent oversight with risk assessment by Meridian .
- Anti‑hedging/pledging, ownership guidelines, clawbacks, and double‑trigger CIC safeguards in place .
Investment Implications
- Pay alignment: Santos’s mix is majority at‑risk (STIP + PSUs) tied to safety and customer outcomes; 2024 LTIP is 100% PSUs (operational plus relative TSR), reinforcing long‑term alignment .
- Selling pressure: A large earned PSU tranche of 260,014 shares vests on March 1, 2025, and Santos has a 10b5‑1 plan through June 27, 2025 to sell PSU‑settled shares, suggesting potential near‑term supply into the market around vesting dates .
- Retention/exit economics: CIC protection at 2x salary+STIP target plus accelerated vesting increases retention but remains double‑trigger; severance at 1x without cause moderates windfall risk .
- Risk flags: Hedging/pledging banned; no pledged shares reported; strong clawbacks; however, zero score on 2024 ignitions metric highlights execution risk that can impact payouts and sentiment .