Rajat Bahri
PG&EAbout Rajat Bahri
Rajat Bahri, age 60, has served as an independent director of PG&E Corporation and Pacific Gas and Electric Company since July 2020. He sits on the Audit Committees and the Finance and Innovation Committee and has been designated an Audit Committee Financial Expert; he is currently Chief Financial Officer of Icertis (2022–present), with prior CFO roles at ID.me (2021–2022), Wish (2016–2021), Jasper Technologies (2013–2016), and Trimble Navigation (2005–2013) . All current non-employee directors are independent under NYSE rules, and the Boards reported no relationships compromising independence in 2024; Bahri’s tenure is 5 years per the Board’s composition table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icertis | Chief Financial Officer | 2022–present | Enterprise systems, finance, audit oversight experience |
| ID.me, Inc. | Chief Financial Officer | 2021–2022 | Digital identity network finance leadership |
| Wish | Chief Financial Officer | 2016–2021 | Public company CFO; governance and enterprise risk experience |
| Jasper Technologies Inc. | Chief Financial Officer | 2013–2016 | IoT platform finance & operations |
| Trimble Navigation Limited | Chief Financial Officer | 2005–2013 | Finance, planning, and audit operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STEC, Inc. (public) | Director; Audit Committee Chair | 2008–2011 | Chaired audit; public company governance |
Board Governance
- Committee memberships: Audit Committees (PG&E Corporation and Utility) and Finance & Innovation; not a committee chair .
- Audit Committee Financial Expert designation: Bahri is one of the identified experts (with Cannizzaro, Harris, Wilson) .
- Independence: All non-employee directors and nominees (including Bahri) are independent under NYSE definitions; no compromising transactions found in 2024 .
- Attendance and engagement: Boards held seven meetings each in 2024 with 100% attendance; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Years of service: 5 years (Director since July 2020; tenure shown as 5) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $120,000 | $30,000 per quarter; no per-meeting fees |
| Committee chair fees | $0 | Only chairs receive additional retainers; Bahri is not a chair |
| Board Chair fees | $0 | Applies to Corporation or Utility Chair; not applicable to Bahri |
| Total cash fees paid (2024) | $120,000 | Reported fees earned |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (2024) | May 19, 2024 | 9,677 | $179,992 | RSUs vest at the earlier of first anniversary of grant or end of director’s annual term; settle in PG&E Corporation shares; accelerated on death/disability or CIC + termination |
- Non-employee director equity awards are limited to $400,000 per year; total cash+equity limit $750,000 (higher cap for the Board Chair) under the LTIP .
- No stock options were granted or outstanding for non-employee directors in 2024 .
Other Directorships & Interlocks
| Company | Current/Past | Role | Interlocks/Notes |
|---|---|---|---|
| STEC, Inc. | Past | Director; Audit Chair | No current interlocks disclosed; Compensation Committee reported no impermissible interlocks |
| Other public boards | Current | None | “Other Public Boards” column lists none for Bahri |
Expertise & Qualifications
- Skills matrix: Financial performance and planning; Technology and cybersecurity; Risk management .
- Audit governance: Decades of CFO experience and operation of audit committees; designated Audit Committee Financial Expert .
- California customer perspective: Biography notes he brings perspective as a California resident and PG&E customer .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Stock Equivalents | Notes |
|---|---|---|---|---|
| Rajat Bahri | 51,831 | <1% | 0 | No shares pledged; hedging and pledging prohibited; outstanding director RSUs at 12/31/24 were 9,677 |
- Director stock ownership guideline: At least 5× annual Board retainer; directors must hold 100% of qualifying holdings until compliant; all non-employee directors comply .
Governance Assessment
- Positive signals: Independent director with Audit Committee Financial Expert designation and finance/technology/cyber risk expertise; committee roles in Audit and Finance & Innovation strengthen oversight of financial controls and strategy . Board-wide attendance was 100% with incumbent directors meeting attendance thresholds, supporting Board effectiveness . Director pay mix aligns interests (cash $120k vs equity $179,992) with RSU-based equity and no options or meeting fees; equity limits and guidelines further align with shareholders . Anti-hedging/pledging rules and no pledged shares reduce alignment risks .
- Potential conflicts: Bahri is CFO of Icertis (software vendor). No related-person transactions involving Bahri or Icertis are disclosed; Boards found no transactions compromising independence in 2024, and Related Person Transactions are reviewed under a $10,000 threshold policy .
- Compensation governance backdrop: Compensation Committee engages independent consultant (Meridian), reports no interlocks, and maintains clawback policies and change-in-control double-trigger design—supportive of investor confidence in pay oversight . Say-on-pay support at 2024 annual meetings exceeded 95% and 99%, indicating broad shareholder alignment with compensation governance .
RED FLAGS: None disclosed specific to Bahri (no pledging, no related party transactions, no attendance issues, no option repricing). Continuous monitoring advisable for any vendor relationships connected to Icertis, though none are reported .