Grace Park - Executive Vice President and General Counsel | PUBLIC SERVICE ENTERPRISE GROUP (PEG) Executive Profile & Compensation

About Grace Park

Grace H. Park is Executive Vice President & General Counsel of Public Service Enterprise Group (PSEG), appointed effective September 16, 2024; she oversees legal and federal regulatory strategy and the Corporate Secretary, Litigation, Compliance and Claims functions . She is 49 years old and joined PSEG in 2017 after prior roles as Acting Prosecutor in Union County, NJ, Senior Corporate Counsel at Pfizer, and a federal prosecutor in the U.S. Attorney’s Office in Newark; she holds degrees from UC Berkeley and Harvard Law School . Company performance relevant to incentive design includes top-quartile TSR and ROIC outcomes in the 2022 PSU cycle (163% payout) and 2024 operating earnings (non-GAAP) growth to $1,839 million amid lower operating revenues, reflecting alignment of pay with long-term metrics .

Past Roles

Organization	Role	Years	Strategic Impact
PSEG Services/PSEG	EVP & General Counsel	Sep 2024–present	Oversees overall legal and federal regulatory strategy; directs Corporate Secretary, Litigation, Compliance, and Claims .
PSEG Services	VP, Deputy General Counsel & Chief Litigation Counsel	2020–Sep 2024	Led litigation and government inquiries; oversaw claims processes including recovery and relocation .
PSEG (enterprise)	Joined PSEG	2017	Brought prosecutorial and corporate litigation expertise to build internal legal capabilities .

External Roles

Organization	Role	Years	Strategic Impact
Union County, NJ	Acting Prosecutor	~4 years (pre-2017)	Led county-level prosecutions and enforcement strategy .
Pfizer Inc.	Senior Corporate Counsel (Litigation)	n/a (pre-2017)	Managed complex corporate litigation matters .
U.S. Attorney’s Office, Newark	Federal Prosecutor	n/a (pre-2017)	Prosecuted federal cases; developed litigation and compliance rigor .
Education	UC Berkeley; Harvard Law School	n/a	Academic credentials underpin legal leadership .

Fixed Compensation

Component	Terms	Dates/Amounts	Notes
Base Salary	EVP & General Counsel	$650,000 base, effective Sep 16, 2024	Annual review beginning Jan 2025 .
Target Annual Bonus (MICP)	Target % of base	75% target (prorated for 2024 across pre/post-promotion periods)	2024 award prorated: 50% target on pre-promotion VP salary Jan 1–Sep 15; 75% target on EVP salary Sep 16–Dec 31 .
Long-Term Incentive (LTIP)	RSUs + PSUs	2024 total $600,000 (incl. $300k supplemental); 30% RSUs / 70% PSUs	RSUs graded vesting over 3 years; PSUs 3-year performance period ending Dec 31, 2026, payout the following year .
Vehicle Stipend	Monthly cash stipend	$1,000/month starting Oct 2024	For vehicle costs; subject to program terms .
Deferred Compensation Eligibility	Base pay and MICP	Eligible to defer base and/or MICP; DCP amended Nov 18, 2024 to expand/core contributions	Plan amendments broaden eligibility to certain highly-compensated non-officers and clarify governance .

Performance Compensation

Metric	Weighting	Target Definition	Actual Outcome	Payout Factor	Vesting
Total Shareholder Return (PSU)	40%	Peer-relative percentile: 50th=100%; >75th=200%; 25th=20%	Top quartile	200%	PSUs cliff vest after 3-year period; retirement-eligible participants vest 1/36 per month; 2022 cycle paid 163% overall .
ROIC (PSU)	20%	Peer-relative percentile as above	Top quartile	200%	As above .
EPS Growth (PSU)	20%	Operating EPS in year 3; guidance supports 5–7% CAGR	Low end of 5–7% target range; exceeded 2024 EPS target	69%	As above .
ESG Index (PSU)	20%	EE electric/gas savings, methane reductions, carbon-free generation, Sustainalytics risk	High-end targets met; top quartile risk rating	148%	As above .
MICP (Annual Cash)	n/a	Emphasizes Operating EPS (non-GAAP), business scorecards, operational/people metrics; 0–200% payout scale	Determined annually per plan	Company-wide design; individual payout depends on goals	Paid in following year per plan mechanics .

Reference company performance: Operating revenues $10,290m (2024) vs $11,237m (2023); operating earnings (non-GAAP) $1,839m (2024) vs $1,742m (2023), reflecting incentive emphasis on operating EPS .

Equity Ownership & Alignment

Item	Detail
Officer Stock Ownership Guideline	Required minimum 4× base salary for EVP & General Counsel; effective Jan 1, 2025; 5 years to reach compliance (by Jan 1, 2030) .
Hedging/Pledging	Prohibited for all employees, officers, and directors; includes short sales, puts/calls, collars, margin purchases, and pledging; 10b5-1 plan exception for exercise/hold per policy .
Trading Controls	Mandatory pre-clearance for directors/officers; quarterly blackout from close on 15th of quarter-end month through first business day after 10-Q/10-K filing; 10b5-1 plan governance .
Deferred Equity	Eligible to defer RSUs/PSUs under Equity Deferral Plan during open enrollment .
Beneficial Ownership Activity	Form 4 filed Feb 12, 2025 (phantom stock/administrative transaction) . Form 4 filed Sep 17, 2025 reflecting sale of 131 PEG shares on Sep 16, 2025 at $83.21 (and correction of 5 omitted shares) .
Pledging Status	Company policy prohibits pledging; no pledging disclosed in proxy or policies .

Employment Terms

Term	Provision
Appointment & Role	Appointed EVP & General Counsel effective Sep 16, 2024; succession from EVP & GC; Ms. Linde served as EVP & Chief Legal Officer through Mar 14, 2025 .
Offer Letter & Designations	EVP base $650,000; 75% MICP target; 2024 LTIP total $600,000 (30% RSUs/70% PSUs); vehicle stipend $1,000/mo; designated Schedule A participant under Key Executive Severance Plan; ownership guideline 4× salary; non-compete, non-solicit, confidentiality, arbitration required .
Severance (No CIC)	Lump sum cash: base salary through termination + 1.0× (0.5× if <1 year tenure) sum of Annual Base Salary + Target Bonus; prorated annual incentive at 100% target; outplacement up to $25,000; education assistance; LTIP awards per plan terms .
Change-in-Control (CIC)	Double-trigger. For Schedule A participants: 2× sum of Annual Base Salary + Target Bonus; prorated target bonus; accelerated vesting of equity awards (PSUs prorated based on actual performance); nonqualified pension enhancement (2 years for Schedule A); continued welfare benefits; outplacement up to $25,000; vesting of deferred comp; payments capped to avoid 280G excise tax; no gross-ups .
Clawbacks	Robust clawback practices: 3-year look-back for misconduct or Standards violations; Dodd-Frank/NYSE-compliant recovery of erroneously awarded executive incentive compensation on restatement (fault-agnostic) .
Trading Governance	Pre-clearance required; quarterly blackout; hard-ships waivers at GC discretion; comprehensive officer pre-clearance process (RTT form, SO&R compliance checks) .

Investment Implications

Alignment and retention: A stringent 4× salary stock ownership requirement and hedging/pledging prohibitions underpin long-term alignment; five-year compliance window (to Jan 1, 2030) reduces forced insider selling, while pre-clearance/blackouts mitigate trading risk signals .
Severance economics: Schedule A double-trigger CIC benefits (2× base+bonus plus equity/benefit treatment, capped to avoid excise tax) support stability in change events without gross-ups; outside CIC severance at 1.0× base+bonus with prorated incentive is shareholder-favorable versus typical utilities peers .
Pay-for-performance: LTIP structure weighted to PSUs (70%) with TSR/ROIC/EPS/ESG metrics and demonstrated 163% payout for the 2022 cycle signals strong past execution; annual MICP tied to Operating EPS and scorecards aligns cash incentives with operating performance, with 2024 operating earnings growth despite revenue decline .
Insider activity: Limited Form 4 selling (e.g., 131 shares at $83.21 on Sep 16, 2025) and administrative phantom stock transactions suggest low selling pressure; policy controls reduce potential adverse signals and timing risks .