William Smith
PG&EAbout William L. Smith
Independent director since October 2019 (age 67), Chair of the Finance and Innovation Committee, and member of the Safety and Nuclear Oversight and Executive Committees. Former Interim CEO of PG&E Corporation (2020–2021) with a 37-year AT&T career leading large-scale network modernization and cybersecurity operations, including coordination with NSA, FBI, and DHS . All non‑employee directors are independent under NYSE definitions; the Board found no relationships compromising director independence in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PG&E Corporation | Interim Chief Executive Officer | 2020–2021 | Led transition while Board searched for long-term CEO; deepened operational knowledge of PG&E |
| AT&T | President, Technology Operations | 2014–2016 | Led technology operations; infrastructure modernization, safety commitments |
| AT&T | President, Network Operations | 2008–2014 | Large-scale integration and modernization of infrastructure networks |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zayo Communications | Director | 2023–present | Telecom infrastructure governance; technology/cyber insights |
| OCLARO, Inc. | Director | 2012–2018 | Public company oversight in optical components |
| Apex Global Infrastructure Services, LLC | Chair of the Board | 2017–2024 | Private infrastructure services leadership |
| Tillman Networks LLC | Chair of the Board | 2017–present | Private network infrastructure leadership |
Board Governance
- Committee assignments: Chair, Finance & Innovation; member, Safety & Nuclear Oversight; member, Executive .
- Committee responsibilities: Finance & Innovation oversees multi-year financial outlook, capital plans, financing, dividend policy, and strategic investment in technology/clean energy; Safety & Nuclear Oversight covers safety programs, wildfire risk reduction, operations risks and cybersecurity; Executive exercises Board powers within limits .
- Independence and attendance: All non-employee directors were independent in 2024; the Board recorded 100% attendance at 2024 Corporation and Utility Board meetings, and all incumbent directors attended at least 75% of total Board/committee meetings; 2024 meetings held: Audit 9; People & Compensation 6; Finance & Innovation 5; Sustainability & Governance 4; Safety & Nuclear Oversight 7 .
- Election confirmation: William L. Smith re-elected at the May 22, 2025 annual meeting (PG&E Corporation votes For 1,902,964,770; Against 1,353,015; Abstain 686,005; broker non-votes 74,254,225) .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Board cash retainer | $120,000 | Paid quarterly; no per-meeting fees |
| Committee chair retainer (Finance & Innovation) | $20,000 | Annual ($5,000/quarter) |
| Total cash (Smith – 2024) | $140,000 | Reflects base plus FI chair |
| Total cash (Smith – 2023) | $137,500 | Reflects retainer structure post 2023 changes |
| Independent Chair adders | $80,000 Corp Chair; $20,000 Utility Chair | Applies to Board Chairs (Smith not Chair) |
YoY mix analysis (individual):
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 137,500 | 179,986 | 317,486 |
| 2024 | 140,000 | 179,992 | 319,992 |
Performance Compensation
| Element | Grant specifics | Vesting/Settlement | Limits/Other |
|---|---|---|---|
| Annual RSU grant (non-employee directors, 2024) | 9,677 RSUs; grant-date fair value $179,992 | Vest at earlier of 1-year (May 19, 2025) or end of annual term; settlement in PG&E common stock; accelerate on death/disability; single vest upon Change in Control + termination | Annual equity award capped at $400,000; aggregate equity+cash capped at $750,000 (Board Chair cap +200%) |
| RSUs outstanding (Smith at 12/31/2024) | 9,677 units | As above | No stock options outstanding for directors; none granted in 2024 |
| Deferrals | Directors may defer settlement of vested RSUs; no 2024 cash retainer deferrals elected by directors | Elections allow lump sum or 10 annual installments per specified schedules | Deferred Compensation Plan allows deferral to stock equivalents or Utility Bond Fund |
Other Directorships & Interlocks
| Company | Sector | Role | Potential interlock/conflict note |
|---|---|---|---|
| Zayo Communications | Telecom infrastructure | Director | No related-person transactions compromising independence identified in 2024 |
| OCLARO, Inc. | Optical components | Former Director | Historical role; no PG&E related-party exposure disclosed |
| Apex Global Infrastructure Services, LLC | Infrastructure services | Former Chair | Private; no PG&E related-party exposure disclosed |
| Tillman Networks LLC | Network infrastructure | Chair | Private; no PG&E related-party exposure disclosed |
PG&E disclosed related-person transactions in 2024 with BlackRock ($3.4M), Fidelity ($0.2M), JPMorgan ($1.7M), and State Street ($2.5M) for asset management/benefit plan services; these were initiated prior to 5% ownership and do not implicate director independence .
Expertise & Qualifications
- Technology and cybersecurity leadership, including operational cyber oversight and agency coordination experience (NSA, FBI, DHS) .
- Financial performance/planning oversight as FI Committee Chair; experience in network infrastructure modernization .
- Utility operations or related engineering exposure through PG&E interim CEO role and Board service on safety oversight committees .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial shares owned (as of Mar 15, 2025) | 222,072 | Less than 1% of class; sole voting/investment power unless noted |
| Common stock equivalents | 0 | Director-level table shows none for Smith |
| RSUs/stock awards outstanding (12/31/2024) | 9,677 RSUs | From 2024 grant; chair had different amounts (not applicable to Smith) |
| Pledging/Hedging | Prohibited for directors and Section 16 officers | No reported shares pledged; hedging not permitted |
| Ownership guideline | 5× annual Board retainer; 5-year compliance window | All non‑employee directors comply with guidelines |
Governance Assessment
- Strengths: FI Committee chairship provides direct influence over multi‑year financial outlook, capital allocation, and financing—core areas for investor confidence; cybersecurity and technology depth strengthens risk oversight; independence and strong attendance underpin Board effectiveness .
- Compensation alignment: Mix is predominantly standard director cash retainer plus time‑vested RSUs (no options), with moderate chair fee; equity deferral optional; ownership guidelines enforced and met—supporting skin‑in‑the‑game alignment .
- Signals: 2025 shareholder votes confirmed director elections and approved Say‑on‑Pay, indicating broad investor support for governance and compensation frameworks .
- RED FLAGS: None disclosed specific to Smith—no related‑party transactions impacting his independence, no pledging/hedging, no stock options or repricing, and attendance thresholds met at Board level .