Patti Poppe
PG&EAbout Patti Poppe
Patti K. Poppe is CEO of PG&E Corporation since January 4, 2021 and serves as a director on PG&E’s Board, currently on the Executive Committee; the Board has an independent Chair, maintaining separation of CEO and Chair roles for governance independence . She previously served as President and CEO of CMS Energy/Consumers Energy (2016–2020) and held leadership roles at CMS and DTE Energy (Power Plant Director, 2005–2010), bringing over 15 years in regulated utilities with recognized operational and financial performance . As of the 2025 proxy, Poppe is age 56 . Performance under her tenure includes industry-leading three-year TSR of 65.0% for the 2022–2024 PSU period (ranked first vs performance peers), and short-term outcomes including non-GAAP core EPS growth of 10.6% to $1.36 for 2024 STIP .
PG&E multi-year financial performance (context):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $20,642,000,000* | $21,680,000,000* | $24,428,000,000* | $24,419,000,000* |
| EBITDA ($USD) | $6,567,000,000* | $6,994,000,000* | $7,186,000,000* | $9,313,000,000* |
| Net Income ($USD) | -$102,000,000* | $1,800,000,000* | $2,242,000,000* | $2,475,000,000* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CMS Energy / Consumers Energy | President & CEO | 2016–2020 | Consistent industry recognition; strong operational and financial performance |
| CMS Energy | SVP Distribution Operations, Engineering & Transmission; VP Customer Experience, Rates & Regulation; VP Customer Operations | Pre-2016 (decade-long career) | Deep operational leadership across distribution, customer and regulatory functions |
| DTE Energy | Power Plant Director | 2005–2010 | Plant operations leadership in regulated utility environment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Electric Power Research Institute (EPRI) | Board | 2021–present | Industry research leadership |
| Institute of Nuclear Power Operations (INPO) | Board | 2021–present | Nuclear safety oversight |
| AEGIS Insurance Services, Inc. | Board | 2020–present | Industry mutual insurance governance |
| Edison Electric Institute (EEI) | Executive committees/Board roles | 2016–present | Industry association leadership |
| Whirlpool Corporation | Director | 2019–2024 | Past public company board service |
Fixed Compensation
Multi-year summary compensation for Poppe (grant-date values):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,391,667 | $1,400,000 | $1,400,000 |
| Bonus | $0 | $0 | $0 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $10,069,628 | $11,750,292 | $11,723,088 |
| Option Awards | $0 | $0 | $0 |
| Non-Equity Incentive (STIP paid) | $2,207,520 | $3,453,030 | $2,103,080 |
| Change in Pension Value & NQDC Earnings | $13,269 | $33,718 | $31,770 |
| All Other Compensation | $437,777 | $357,799 | $566,001 |
| Total | $14,119,861 | $16,994,840 | $15,823,939 |
Notes:
- CEO target STIP percentage was 145% of base for 2024 .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
PG&E’s STIP design in 2024 emphasized safety and customer (70% aggregate weighting) and financial stability (30%), with outcome-based metrics, and an Individual Performance Modifier (IPM) up to 120% capped at 200% combined . Key 2024 scorecard results and payout:
| Metric | Weight | Threshold | Target | Max | Actual | Payout/Score |
|---|---|---|---|---|---|---|
| Weather-normalized CPUC-reportable fire ignitions rate | 25% | 0.95 | 0.90 | 0.85 | 1.41 | 0.000 unweighted; 0.000 weighted |
| Quality pass rate | 10% | 0.50 | 1.00 | 2.00 | 2.00 | 2.000 unweighted; 0.200 weighted |
| Gas dig-in rate | 5% | 1.22 | 1.17 | 1.10 | 1.00 | 2.000 unweighted; 0.100 weighted |
| Preventable motor vehicle incident rate | 5% | 2.34 | 2.25 | 2.21 | 2.38 | 0.000 unweighted; 0.000 weighted |
| DCPP reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.0 | 2.000 unweighted; 0.100 weighted |
| Safe dam operating capacity | 5% | 97.0% | 97.5% | 97.9% | 98.0% | 2.000 unweighted; 0.100 weighted |
| Serious injury actual count | 5% | 2 | 1 | 0 | 7 | 0.000 unweighted; 0.000 weighted |
| CEMI-5 + CEMI-10 index | 10% | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 unweighted; 0.500 weighted (downward discretion to 0.886 avg score) |
| Non-GAAP core EPS ($/share) | 20% | $1.31 | $1.33 | $1.35 | $1.36 | 2.000 unweighted; 0.400 weighted |
| Operating cash flow ($mm) | 10% | $7,124 | $8,382 | $9,639 | $8,035 | 0.862 unweighted; 0.086 weighted |
| Final company score; IPM; CEO payout | — | — | — | — | Company score 1.036 after negative discretion; CEO IPM 100%; Actual payout $2,103,080 (103.6% of target $2,030,000) |
Design changes: Wildfire risk reduction incorporated into fire ignition metric as a modifier (weight increased to 25%); operating cash flow weighting increased to 10%; customer metrics consolidated; maintains focus on safety/customer with simplified metrics .
Long-Term Incentive Plan (LTIP) – 2024 awards and metrics
2024 LTIP target value for CEO: $11,500,000 in PSUs (100% PSU mix), converted at $16.60 closing price on March 1, 2024; three-year performance period (2024–2026) with vest at year 3, consistent with AB 1054 three-year holding requirement; Committee retains discretion to adjust formulas . LTIP emphasizes safety and affordability metrics and relative TSR; 2022–2024 PSU cycle paid 118.1% of target with 65.0% cumulative TSR (ranked first) .
| Award | Grant Date | Target (#) | Max (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs Tranche 1 | 3/1/2024 | 450,302 | 900,604 | $7,475,013 | 3/1/2027 (performance period 2024–2026) |
| PSUs Tranche 2 | 3/1/2024 | 242,470 | 484,940 | $4,248,074 | 3/1/2027 (performance period 2024–2026) |
Equity Ownership & Alignment
Ownership, vesting pipeline, and alignment policies:
| Metric | As of 3/7/2023 | As of 3/7/2024 |
|---|---|---|
| Beneficial Stock Ownership (shares) | 1,269,325 | 1,574,777 |
| Percent of Class | <1% | <1% |
| Unvested RSUs (#) | 1,623,745 (12/31/2022) | 659,879 (12/31/2023) |
| Unvested/Unearned PSUs (#) | 1,388,953 (12/31/2022) | 1,508,126 (12/31/2023) |
| Options (exercisable/unexercisable) | 0/0 (12/31/2022) | 0/0 (12/31/2023) |
Vesting schedules (near-term supply overhang):
| Award Type | Units | Vest Date |
|---|---|---|
| RSU (3/1/2021 grant) | 84,321 | 3/1/2024 |
| Earned PSU (2012–2024 cycle) | 575,558 | 3/1/2024 |
| Unearned PSU (2022 grant) | 819,462 | 3/1/2025 (subject to performance) |
| Unearned PSU (2023 grant) | 688,664 | 3/1/2026 (subject to performance) |
Ownership guidelines and restrictions:
- Executive stock ownership guideline: CEO must hold PG&E stock equal to 600% of base salary; five years to comply; until met, 100% holding requirement on net shares from RSU/PSU vesting; management indicates all NEOs have met or are expected to within horizon .
- Anti-hedging and anti-pledging: Directors and Section 16 officers may not hedge or pledge company stock, hold in margin accounts, or engage in monetization transactions .
Employment Terms
Severance and change-in-control (CIC):
| Scenario (as of 12/31/2024) | Cash Severance | Stock Awards Vesting | STIP | Other | Total |
|---|---|---|---|---|---|
| Termination for Cause | $0 | Forfeited | $0 | — | $97,581 (pension value only) |
| Termination Without Cause | $6,860,000 | $30,574,420 | $2,103,080 | Health $41,584; Career Transition $19,500 | $39,696,165 |
| Disability | — | $44,550,252 | $2,103,080 | — | $46,750,913 |
| Death | — | $44,550,252 | $2,103,080 | — | $46,750,913 |
| Change in Control | $10,290,000 | $44,550,252 | $2,030,000 | Health $41,584; Career Transition $19,500 | $57,028,917 |
Policy mechanics:
- Standard severance: Lump-sum of 2x base salary + target STIP for CEO; other NEOs 1x base + target STIP .
- CIC severance: Double-trigger; CEO 3x base salary + target STIP; outstanding LTIP awards vest in full at target if awards not assumed, with settlement terms per award type .
- Golden Parachute Restriction Policy: Shareholder approval required if CIC severance exceeds 2.99x base + target bonus (excludes certain items) .
- Clawbacks: Dodd-Frank-compliant recoupment plus broader policy for restatements, miscalculations, misconduct; severance recoupment if misconduct contributes to felony conviction (AB 1054 context) .
- Termination for cause: All unvested equity cancelled; no severance; no STIP .
Other terms:
- AB 1054 requires three-year holding period for equity; PG&E structures PSUs with three-year vest and required holding .
- Retirement eligibility impacts vesting continuation; at least age 55 with five years of service triggers retirement treatment under LTIP .
Board Governance
- Role: Poppe is a director and member of the Executive Committee; she is an employee director .
- Leadership structure: CEO and Chair roles separated; Kerry W. Cooper is independent non-executive Chair as of Oct 2024; executive sessions are led by the independent Chair; separation also exists at the Utility with independent Chair .
- Director compensation: Employee directors receive no additional director compensation for service; non-employee director compensation framework comprises retainers and equity grants with annual limits .
Director Compensation (for context; Poppe does not receive this)
- Non-employee director annual retainer: $120,000; Committee chair retainers vary ($20,000–$30,000) and Board Chair additional retainers; annual equity awards ~$180,000 (limits apply) .
- Policy: Directors serving as employees of PG&E receive no additional compensation for board service .
Compensation Structure Analysis
- Equity mix: 100% PSUs for LTIP since 2022; approximately 76% of NEO pay is at-risk, tied to operational, financial, and share price outcomes .
- STIP emphasis: Wildfire safety metrics account for 35% of STIP and 40% of LTIP; 2024 design simplified metrics, increased financial weight to 30%, embedded wildfire risk as a zeroing modifier in ignition metric .
- Discretion: Committee applied negative discretion to STIP metrics (e.g., CEMI adjustment) and has broad authority to adjust payouts, indicating governance oversight and potential variability in realized pay .
- Say-on-Pay support and policy updates: High shareholder support (>93% in prior year); increased ownership requirements and CEO severance multiples; elimination of excise tax gross-up reimbursements .
Say-on-Pay & Shareholder Feedback
- Prior year say-on-pay approvals exceeded 93% at both companies; investors acknowledged need for onboarding payments to secure Poppe’s appointment .
- PEO pay ratio (2023): 95:1 for PG&E Corporation (PEO total comp $16,994,840 vs median employee $179,696) .
Investment Implications
- Alignment and retention: High at-risk equity with 100% PSU LTIP and stringent ownership/anti-hedging rules align Poppe to multi-year outcomes; AB 1054’s three-year holding period further reduces near-term sell pressure on earned PSUs .
- Near-term supply: Significant vesting events occurred on 3/1/2024 (RSUs and earned PSUs); additional PSU tranches scheduled for 2025 and 2026 contingent on performance—monitor Form 4s around vest dates for potential insider selling pressure due to tax-withholding settlements .
- Pay-for-performance: 2024 STIP paid ~104% of target driven by EPS outperformance despite mixed safety results (e.g., ignitions metric zeroed); oversight includes negative discretion—signals committee willingness to temper payouts when operational risks elevate .
- Downside protection and CIC economics: CEO severance is 2x base+bonus for ordinary termination and 3x under CIC, but subject to 2.99x shareholder approval cap for parachutes and no excise tax gross-ups—reduces extreme payout risk .
- Execution risk: Safety metrics dominate incentive structures; underperformance in wildfire metrics can materially reduce payouts, making compensation sensitive to operational outcomes—a governance positive but an execution risk to pay realization .
- Performance track record: Three-year TSR outperformance and continued dividend payments in 2024 strengthen equity alignment, but multi-metric safety scorecard will be key driver of future payouts and investor confidence .