Barry Ostrowsky
PUBLIC SERVICE ENTERPRISE GROUPAbout Barry H. Ostrowsky
Independent director of Public Service Enterprise Group (PSEG) since 2018; age 74. Retired President and CEO of RWJBarnabas Health (2016–2022) and previously President & CEO of Barnabas Health, with prior roles including EVP & General Counsel (1996–2011). Education: JD – University of Tennessee; BA – Rutgers University. Director of PSE&G (wholly owned subsidiary) since April 2023. Recognized by the Board as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RWJBarnabas Health | President & CEO | 2016–2022 | Led large integrated healthcare system serving a diverse population; deep regulatory and public policy experience. |
| Barnabas Health | President & CEO; President & COO; EVP & General Counsel | 2012–2016; 2011–2012; 1996–2011 | Legal and financial management expertise; large-enterprise leadership. |
| PSE&G (subsidiary) | Director | Since Apr 2023 | Board oversight at regulated utility subsidiary. |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None. |
| Prior public company boards | None. |
Board Governance
- Independence: Independent; PSEG Board determined all nominees except the CEO are independent. No “golden leash” or other compensation arrangements related to board service.
- Committees (current): Audit (Chair); Organization & Compensation (member); Finance (member); Executive (member). Committee chair terms (except Executive Committee) anticipated to run through April 2026.
- Audit Committee leadership and expertise: Chair of Audit; designated “audit committee financial expert” under Sarbanes-Oxley.
- Attendance: In 2024, the Board met 7 times; each incumbent director attended at least 75% of aggregate Board and committee meetings. All 2024 nominees attended the Annual Meeting.
- Committee activity levels (2024): Audit (5 meetings); Organization & Compensation (6); Finance (4); Executive Committee did not meet in 2024.
- Hedging/Pledging: Company policy prohibits any hedging or pledging of PSEG stock by employees and Directors. Trading by Directors requires pre-clearance.
- Related-party/conflicts: Governance Committee oversees related-person transactions; no related-person transactions disclosed for Mr. Ostrowsky.
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard retainer for independent directors. |
| Audit Committee Chair fee | $30,000 | Chair premium per fee schedule. |
| Total cash (reported) | $150,000 | 2024 fees earned/paid. |
| All other compensation | $1,150 | Company charitable contributions on director’s behalf (incl. matching). |
| Total stock award grant-date fair value | $180,040 | 2024 annual equity grant under Directors’ Equity Plan. |
Fee schedule confirms: Annual Retainer $120,000; Annual Equity Grant $180,000 (paid in stock units); Committee Chair fees—Audit & O&CC $30,000; Governance/Finance/Industrial Operations $25,000; Lead Independent Director $40,000.
Performance Compensation (Director Equity)
| Grant Date | Instrument | Units Granted | Grant-Date Price | Fair Value | Vesting / Distribution | Dividend Equivalents |
|---|---|---|---|---|---|---|
| May 1, 2024 | Stock units (Directors’ Equity Plan) | 2,579 | $69.81 | $180,040 | Directors are fully vested in annual equity grants by April 30 of the following year; distributions after board service per elected schedule (lump sum or installments). | Credited quarterly at then-current dividend rate; paid in shares at distribution. |
Note: Director equity is time-based (no performance metrics); awards are deferred stock units under the Directors’ Equity Plan with post-service distribution elections.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company directorships | None. |
| Prior public company directorships | None. |
| Shared directorships with customers/suppliers/competitors | None disclosed. |
| Related-person transactions | None disclosed for Mr. Ostrowsky; Governance Committee reviews and must approve any such transactions. |
| Outside time commitments | Company imposes numerical limits; all directors comply. |
Expertise & Qualifications
- Regulatory and public policy leadership in a highly regulated industry; legal background (former EVP & General Counsel).
- Large-enterprise financial and operational oversight; strategic planning and implementation experience.
- Audit Committee Financial Expert designation; contributes to financial reporting, internal controls, and compliance oversight.
Equity Ownership
| Holder | Owned Shares (#) | Stock Units/RSUs (#) | Deferred Equity Shares (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|---|
| Barry H. Ostrowsky | 0 | 20,237 | 0 | 20,237 | <1% |
Additional alignment and policy context:
- Director stock ownership guideline: 6× annual retainer ($720,000) before selling any PSEG stock; Directors not yet meeting requirement are listed, and Mr. Ostrowsky is not among them (indicating compliance).
- No hedging or pledging permitted for Directors.
Governance Assessment
- Strengths
- Experienced Audit Committee Chair and designated financial expert; enhances oversight of financial reporting, controls, and cybersecurity risks related to financial controls.
- Independent status with broad executive, legal, and regulatory expertise relevant to a regulated utility and nuclear operations.
- Strong attendance and engagement standards met; Board and committees maintain structured self-assessments and director education.
- Ownership alignment: meaningful deferred equity holdings; compliant with stringent director ownership guidelines; prohibitions on hedging/pledging reduce misalignment risk.
- Potential Watch Items
- Committee workloads: Cross-membership on Audit, Finance, O&CC, and Executive increases responsibility; however, meeting cadence appears manageable (Audit 5; Finance 4; O&CC 6 in 2024).
- RED FLAGS
- None identified: no related-party transactions, no golden-leash arrangements, no attendance concerns disclosed for 2024.