Stephanie Williams
PG&EAbout Stephanie Williams
Stephanie N. Williams is Vice President, Chief Financial Officer and Controller of Pacific Gas and Electric Company (the “Utility”) and also serves as Vice President and Controller of PG&E Corporation (appointed effective January 10, 2023). She is a CPA (California) with an Accounting degree from the University of Southern California and previously worked in assurance at Ernst & Young LLP; she was 40 at appointment in 2022, and has served in senior finance roles at PG&E since 2013 after joining in 2010 . She is a signatory and principal financial officer for the Utility’s 2024–2025 10-K/10-Q certifications, evidencing responsibility for disclosure controls and internal control over financial reporting . Company performance context: 2024 non-GAAP core EPS grew 10.6% to $1.36 and the company’s three-year TSR for the 2022–2024 performance period was 65.0% (ranked first among the performance peer group), driving STIP certification at 103.6% of target and PSU vesting outcomes above target for the 2022 grant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Gas and Electric Company | VP, Business Finance and Planning | 2020–2022 | Led business finance/planning for operations; platform for elevation to Utility CFO/Controller . |
| Pacific Gas and Electric Company | Sr. Director, Business Finance – Electric Operations | Mar 2019–Jan 2020 | Finance leadership for electric operations during wildfire risk-reduction era . |
| PG&E Corporation | Senior roles, Business Finance | Jan 2013–Mar 2019 | Multi-year progression in corporate/business finance . |
| Pacific Gas and Electric Company | Accounting & Controller’s Department | 2010–2013 | Core accounting and controllership foundation at Utility . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance practice | Pre-2010 | Public company audit/assurance experience; credentials underpin PG&E controllership . |
Fixed Compensation
| Year/Effective Date | Base Salary ($) | Notes |
|---|---|---|
| Dec 2, 2022 appointment terms | 375,000 | Increased base in connection with appointment as Utility VP, CFO & Controller effective Jan 10, 2023 . |
| 2023 (actual salary earned) | 379,765 | Reported in Summary Compensation Table (Utility NEO) . |
| Dec 31, 2024 annualized rate | 389,063 | 3.75% increase vs. 2023; effective Mar 1, 2024 . |
| Annual Cash Incentive (STIP) Target | Target % of Base | Target $ (2024) | Company Score | IPM | Actual Payout ($) | % of Target |
|---|---|---|---|---|---|---|
| 2024 STIP | 50% | 193,359 | 1.036 | 101% (slightly above target) | 202,324 | 104.6% |
Performance Compensation
Short-Term Incentive (STIP) design and 2024 results
- Program emphasizes safety/customer/financial metrics (70% safety+customer; 30% financial) with payout range 0–200% and IPM cap 120% (overall 200% cap) .
- 2024 refinements increased fire ignition weighting to 25% and financial weighting to 30% (OCF from 5%→10%) .
| Performance Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Unweighted Score | Weighted Score |
|---|---|---|---|---|---|---|---|
| Weather-normalized CPUC-reportable fire ignitions rate | 25% | 0.95 | 0.90 | 0.85 | 1.41 | 0.000 | 0.000 |
| Quality pass rate | 10% | 0.50 | 1.00 | 2.00 | 2.00 | 2.000 | 0.200 |
| Gas dig-in rate | 5% | 1.22 | 1.17 | 1.10 | 1.00 | 2.000 | 0.100 |
| Preventable motor vehicle incident rate | 5% | 2.34 | 2.25 | 2.21 | 2.38 | 0.000 | 0.000 |
| DCPP reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.0 | 2.000 | 0.100 |
| Safe dam operating capacity | 5% | 97.0% | 97.5% | 97.9% | 98.0% | 2.000 | 0.100 |
| Serious injury actual count | 5% | 2 | 1 | 0 | 7 | 0.000 | 0.000 |
| CEMI-5 and CEMI-10 index | 10% | 0.500 | 1.000 | 2.000 | 0.500 | 0.500 | 0.500 |
| Non-GAAP core EPS ($) | 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 |
| 2024 Final Company Score (after discretion) | — | — | — | — | — | — | 1.036 |
- Executive-level payout (NEO table) confirms Williams’s IPM of 101% with actual STIP $202,324 (104.6% of target) .
Long-Term Incentive (LTIP) – 2024 PSU grants (100% PSUs)
- 2024 target LTIP value for Williams: $425,000; awards are 100% PSUs with three-year performance period (Jan 1, 2024–Dec 31, 2026) and vesting/settlement three years after grant, aligned with AB 1054 holding period .
- Two PSU tranches granted March 1, 2024 (approval Feb 12, 2024) with the following parameters:
| Grant Date | Vehicle | Threshold (#) | Target (#) | Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/1/2024 | PSUs (Tranche 1) | 8,321 | 16,642 | 33,284 | 276,257 |
| 3/1/2024 | PSUs (Tranche 2) | 4,481 | 8,961 | 17,922 | 156,997 |
- No stock options were granted in 2024; long-term awards for NEOs were exclusively PSUs .
Equity Ownership & Alignment
Beneficial ownership (as of March 15, 2025)
| Holder | Beneficial Shares | Percent of Class | Common Stock Equivalents | Notes |
|---|---|---|---|---|
| Stephanie N. Williams | 14,940 | * (<1%) | 0 | Directors/Section 16 officers prohibited from pledging; no reported pledges . Shares outstanding 2,671,320,389; voting-eligible 2,193,576,799 . |
- Shares acquirable within 60 days: 2,738 (through vesting/settlement) .
- Hedging/pledging: prohibited; no reported shares pledged .
Vested vs. unvested/uneartned equity pipeline (year-end 2024)
| Award Date | Award Type | Vesting Date | Units (#) |
|---|---|---|---|
| 3/1/2022 | RSU | 3/1/2025 | 4,130 |
| 3/1/2022 | Earned PSU | 3/1/2025 | 21,002 |
| 3/1/2023 | Unearned PSU | 3/1/2026 | 28,829 |
| 3/1/2024 | Unearned PSU | 3/1/2027 | 25,603 |
- Stock awards vested in 2024 for Williams: 23,781 shares; value realized $395,002 .
Ownership guidelines and practices
- Executive stock ownership guidelines require minimum ownership expressed as a percentage of base salary; officers have five years to comply, with 100% net holding requirement until met. All NEOs have met or are expected to meet within the period; hedging and pledging are prohibited .
- Equity Grant Date Policy: annual LTIP grants generally on March 1; non-annual awards may be granted (avoiding blackout periods) .
Employment Terms
Appointment and role
- Appointed VP & Controller of PG&E Corporation and VP, Chief Financial Officer and Controller of the Utility effective Jan 10, 2023; initial compensation terms: $375,000 base, 50% STIP target, 2023 LTIP target $400,000; eligible for executive benefits per joint proxy .
- Continues to serve as principal financial officer signatory for the Utility’s periodic reports (2024–2025) .
Potential payments (as disclosed for NEOs; titles as of 12/31/24)
| Scenario | Severance Payment ($) | STIP ($) | Stock Awards Vesting ($) | Health Care ($) | Career Transition ($) | Value of Accumulated Pension Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Resignation/Retirement | — | 202,324 | — | — | 19,500 | 405,955 | 608,279 |
| Termination for Cause | — | — | — | — | — | 405,955 | 405,955 |
| Termination Without Cause | 583,594 | 202,324 | 1,013,071 | 57,427 | 19,500 | 405,955 | 2,281,870 |
| Disability | — | 202,324 | 1,552,090 | — | — | 405,955 | 2,160,369 |
| Death | — | 202,324 | 1,552,090 | — | — | 190,500 | 1,944,914 |
| Change in Control | 583,594 | 194,531 | 1,552,090 | 57,427 | 19,500 | 405,955 | 2,813,097 |
- Clawbacks/recoupment: (1) Dodd-Frank compliant clawback policy; (2) Boards may cancel/recoup severance benefits from executive officers upon specified “Company Conviction” events or restatements due to misconduct (applying especially to CEO/CFO), including recoupment if an executive materially contributed to actions underlying a conviction .
Trading arrangements and tax withholding
- During Q3 2025, no director or officer adopted/terminated a Rule 10b5‑1 or non-Rule 10b5‑1 trading arrangement; officers may elect share withholding to cover taxes upon RSU/PSU vesting or to pay option exercise/withholding, potentially as non-Rule 10b5‑1 arrangements .
Investment Implications
- Alignment and leverage: Williams’s pay mix skews toward at-risk equity (100% PSUs for LTIP) with safety/customer/financial metrics central to incentive design; 2024 STIP outcome was near target overall (103.6%), but safety outcomes were mixed (zero payout on fire ignitions and serious injuries vs. max on others) underscoring operating-risk sensitivity in annual cash incentives .
- Retention and potential selling pressure: A visible unvested pipeline (2022 earned PSU and 2022 RSU vesting 3/1/2025; 2023/2024 PSUs vesting 2026/2027) suggests strong multi-year retention incentives; expect administrative share withholding for taxes around vest dates rather than open-market sales (consistent with company practices) .
- Ownership and alignment risk: Beneficial ownership of 14,940 shares with additional shares acquirable within 60 days (2,738); no pledging permitted and none reported; executives are subject to robust ownership guidelines and holding requirements, mitigating misalignment risk .
- Downside governance protections: Expanded clawback/recoupment provisions specific to CEO/CFO restatements and felony convictions of the company heighten accountability for financial reporting and safety outcomes—salient for a Utility CFO overseeing controls and reporting during ongoing wildfire and safety commitments .
- Performance outlook linkage: Company-level EPS growth (10.6% in 2024) and top-quartile TSR over 2022–2024 supported above-target incentive outcomes and can sustain LTIP value if operating and safety targets are achieved; conversely, stringent safety metrics (e.g., fire ignitions) can zero out material STIP components, pressuring cash compensation if adverse events occur .
Overall: Strong pay-for-performance alignment with safety-weighted incentives and multi-year PSU vesting supports retention and shareholder alignment; limited evidence of discretionary windfalls; governance features (clawbacks, no pledging) reduce red-flag risk. Monitoring catalysts: upcoming March vesting events (with potential tax-related share withholding), STIP metric calibration for safety/OCF, and any changes to severance/CIC plan terms or 10b5-1 activity disclosures .