Charles McFeaters
PUBLIC SERVICE ENTERPRISE GROUPAbout Charles McFeaters
President & Chief Nuclear Officer (CNO) of PSEG Nuclear since his promotion on May 20, 2023, responsible for nuclear operations and safety; previously Senior Vice President, Nuclear Operations . Executive compensation is tied to multi-dimensional performance (non-GAAP EPS, strategic/operational metrics) and long-term PSUs measured on relative TSR, ROIC, EPS growth and ESG outcomes . For the 2022 PSU cycle, company performance delivered a 163% payout, driven by top-quartile TSR and ROIC, mid-range EPS growth and strong ESG results; McFeaters’ realized PSU payout was $652,859 on 8,056 earned PSUs in 2024 . Beneficial ownership as of Feb 21, 2025 was 28,699 shares/units (<1% of class), up from 22,814 as of Feb 16, 2024, indicating increased alignment via equity accumulation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PSEG Nuclear | President & Chief Nuclear Officer | 2023–present | Leads nuclear fleet operations; compensation aligned to non-GAAP operating earnings, TSR/ROIC, and ESG multi-year goals . |
| PSEG Nuclear | SVP, Nuclear Operations | to May 20, 2023 | Operational leadership; supplemental LTI grant in May 2023 ensured market-aligned pay after promotion . |
External Roles
No public-company directorships or external board roles are disclosed for McFeaters in the proxy statements reviewed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $571,910 | $676,000 |
| Target Bonus (%) | 75% | 75% |
| Target Total Cash ($) | $1,137,500 | $1,183,000 |
| Non-Equity Incentive Paid ($) | $411,600 | $684,500 |
| Stock Awards ($) | $1,000,088 | $1,200,075 |
| Total Compensation ($) | $2,081,783 | $2,671,744 |
Performance Compensation
PSU/RSU Grants and Vesting
| Award Type | Grant Date | Target (#) | Grant Date Fair Value ($) | Vesting terms |
|---|---|---|---|---|
| PSUs | 2/13/2024 | 12,906 | $840,052 | 3-year performance period; retirement-eligible vesting 1/36 per month; payout based on TSR, ROIC, EPS, ESG . |
| RSUs | 2/13/2024 | 6,149 | $360,024 | Graded vesting over 3 years starting grant; retirement eligibility impacts vesting schedule . |
| PSUs | 2/14/2023 | 5,664 | $385,039 | As above . |
| RSUs | 2/14/2023 | 2,698 | $165,010 | As above . |
| PSUs | 5/22/2023 | 4,554 | $315,000 | Supplemental LTI upon promotion; same components and performance period as Feb 2023 grant . |
| RSUs | 5/22/2023 | 2,170 | $135,039 | As above . |
Realized Equity Payouts
| Year | PSU Shares Vested (#) | PSU Value Realized ($) | RSU Shares Vested (#) | RSU Value Realized ($) |
|---|---|---|---|---|
| 2023 | 2,521 | $156,300 | 5,034 | $307,809 |
| 2024 | 8,056 | $652,859 | 5,285 | $446,540 |
PSU Performance Framework (2022 PSU Cycle, paid in 2025)
| Metric | Weighting | Target/Payout Range | Actual Score/Notes | Payout Factor |
|---|---|---|---|---|
| Total Shareholder Return (relative) | 40% | 25th=20%; 50th=100%; >75th=200% | Top quartile | 200% |
| Return on Invested Capital (relative) | 20% | 25th=20%; 50th=100%; >75th=200% | Top quartile | 200% |
| EPS Growth | 20% | Based on year-3 operating EPS and 2025 guidance supporting 5–7% CAGR | Exceeded 2024 EPS target; low end of 5–7% range | 69% |
| ESG Index | 20% | Electric/gas EE savings, methane reduction, carbon-free generation, Sustainalytics rating | High end/above base targets; top quartile risk rating | 148% |
| Total PSU payout factor: 163% for the cycle . |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | Feb 16, 2024 | Feb 21, 2025 |
|---|---|---|
| Owned Shares (#) | 9,379 | 14,622 |
| Stock Units/RSUs (#) | 13,435 | 14,077 |
| Total Beneficial Ownership (#) | 22,814 | 28,699 |
| Percent of Class (%) | <1% | <1% |
Outstanding PSUs at Year-End
| Metric | 2023 YE Target (#) | 2023 YE Market Value ($) | 2024 YE Target (#) |
|---|---|---|---|
| PSUs Outstanding | 8,641 | $528,404 | 12,507 |
Stock Ownership Guidelines and Compliance
| Item | 2024 | 2025 |
|---|---|---|
| Ownership requirement – President & CNO | 2x base salary | 2x base salary |
| Compliance status | Not yet met (recently promoted) | All NEOs have met requirements |
- Hedging and pledging of company stock are prohibited for all employees, officers, and Directors; pre-clearance is required for all insider trades .
Employment Terms
| Provision | Details |
|---|---|
| Severance – Termination Without Cause (as of Dec 31, 2024) | Lump-sum severance: $1,183,000; Pro-rata MICP bonus: $507,000; Unvested RSUs: $89,308; Health/Welfare benefits: $24,259; Outplacement: $25,000; Education assistance: $3,000; Aggregate payments: $1,831,567 . |
| Severance – Plan Multiple | 1.0x base salary + target bonus (2.0x for CEO) plus pro-rata MICP and benefits; restrictive covenants required (confidentiality, non-compete, non-solicitation) . |
| Change-in-Control (CIC) | Double-trigger; if terminated without cause or resigns for good reason within 2 years post-CIC: 1.5x salary + target bonus (McFeaters); pro-rata bonus; RSUs accelerate; PSUs vest pro-rata based on actual performance (assumed at target for tabular disclosure) . |
| Clawbacks | Robust clawback practice with 3-year look-back (misconduct, standards violations); SEC/NYSE-compliant recovery for erroneously awarded incentive comp regardless of fault; applies to MICP and LTIP . |
| Pension (present value at 12/31/2024) | Credited service: 8.25 years; Qualified Pension Plan II (Cash Balance Component for McFeaters): $171,000; Retirement Income Reinstatement Plan: $166,000; Total: $337,000 . |
Investment Implications
- Pay-for-performance alignment is strong: at-risk components dominate (NEOs ~76% of target TDC in 2024), and PSU metrics include relative TSR/ROIC with transparent forward-looking targets; 2022 PSUs paid 163%, validating long-term value creation levers tied to equity performance .
- Insider selling pressure appears contained: strict no-hedge/pledge and pre-clearance policies plus ownership-retention rules until guideline compliance; McFeaters moved from not-yet-compliant in 2024 to compliant by 2025, reducing forced holding constraints thereafter while maintaining governance guardrails .
- Retention risk is moderate: severance provides 1.0x salary+bonus without cause and 1.5x under CIC, with restrictive covenants; supplemental LTI at promotion and steady equity accumulation support retention, but monthly vesting of PSUs for retirement-eligible NEOs can incrementally increase liquidity over time .
- Change-in-control economics are shareholder-friendly: double-trigger CIC, RSUs accelerate while PSUs vest pro rata on performance; no excise tax gross-ups and robust clawbacks mitigate windfalls and misconduct risks .