John Surma
PUBLIC SERVICE ENTERPRISE GROUPAbout John P. Surma
Retired Chairman and CEO of United States Steel Corporation; independent director of Public Service Enterprise Group (PSEG) since 2019. Age 70 with a B.S. in Accounting from Pennsylvania State University. PSEG cites his leadership, financial and accounting expertise (former CFO), and extensive experience in operations, safety, manufacturing, regulatory and human capital matters as core credentials for nomination. He transitioned to Lead Independent Director at Marathon Petroleum on August 1, 2024, and also serves on Trane Technologies’ board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel Corporation | Chairman & CEO | Oct 2004–Dec 2013 (Exec Chair until Dec 2013); President & COO Feb 2003–Oct 2004; CFO Jan 2002–Feb 2003 | Led complex industrial operations; deep financial and accounting oversight; emphasized safety, regulatory and manufacturing excellence |
| Federal Reserve Bank of Cleveland | Chair of the Board | 2017–2018 | Oversight of regional Fed governance and policy deliberations |
| National Safety Council | Chair | Sep 2015–Sep 2017 | Safety leadership focus aligned with PSEG’s industrial operations oversight |
| Prior Public Company Boards | Director | Various | Concho Resources; Bank of New York Mellon; Mellon Bank; Calgon Carbon |
External Roles
| Company | Role | Since/Through | Notes |
|---|---|---|---|
| Marathon Petroleum Corporation (and MPLX GP LLC) | Lead Independent Director (previously Executive Chair) | LID effective Aug 1, 2024 | MPLX counts with MPC as one board under PSEG’s time-commitment policy |
| Trane Technologies plc | Director | N/A | Current public company directorship |
Board Governance
- Independence and tenure: Independent director since 2019; not Lead Independent Director at PSEG (current LID is Susan Tomasky).
- Committees and roles at PSEG:
- Organization & Compensation Committee (O&CC) – Chair; 6 meetings in 2024; oversees exec pay, succession, HCM risks, independent comp consultant, CD&A, and clawback administration.
- Governance, Nominating & Sustainability – Member; 4 meetings in 2024; oversees governance practices, director independence, sustainability, political activity, related-party approvals, and director compensation.
- Industrial Operations Committee (IOC) – Member; 4 meetings in 2024; oversees operations, safety, environmental, IT/physical security, and cybersecurity (with Audit handling financial-controls cyber risk). Meets with CISO in executive session.
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate board and committee meetings; the Board met 7 times; all 2024 nominees attended the annual meeting.
- Committee chair term cadence: PSEG anticipates all committee chair terms (except Executive) will expire in April 2026, aligning with LID term cycle.
- Time commitments: PSEG limits outside public boards to four for non-executive directors; concurrent service on MPC and wholly owned MPLX counts as one; all directors comply.
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $120,000 | PSEG fee schedule for independent directors |
| O&CC Chair Fee | $30,000 | Additional to retainer; Audit & O&CC chairs $30k; other chairs $25k |
| Fees Earned or Paid in Cash (reported) | $150,000 | Matches retainer + chair fee |
| All Other Compensation | $6,150 | Charitable contributions/matching on director’s behalf |
Fee schedule reference (for context): Annual Equity Grant $180,000; Lead Independent Director $40,000; no extra compensation for PSE&G board service; CAP reviewed fee schedule in Sep 2023, no changes (target peer median).
Performance Compensation (Director Equity)
| Metric | 2024 Grant | Vesting/Structure | Notes |
|---|---|---|---|
| Stock Units (Directors’ Equity Plan) | $180,040 grant date fair value; 2,579 units granted on May 1, 2024 | Fully vested by April 30, 2025; dividends credited as additional units; distribution after service ends (or per election after vesting if ownership guideline met) | Units based on $69.81 share price; no stock options; distributions per plan elections (lump sum or installments) |
No cash bonuses, options, or performance-conditioned equity for directors disclosed; director equity is time-based stock units.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Marathon Petroleum Corporation (MPC) / MPLX GP LLC | Lead Independent Director at MPC (from Aug 1, 2024); MPLX counts as one board with MPC | PSEG policy counts MPC/MPLX as one board; Governance Committee annually reviews time commitments. No related-party transactions involving Surma are disclosed in the proxy. |
| Trane Technologies plc | Director | Current external board. |
Compensation Committee Interlocks: PSEG’s 2024 proxy states O&CC members (including Surma) were not officers/employees of PSEG and there were no interlocks with executive officers of other companies.
Expertise & Qualifications
- Financial/accounting expertise (former CFO), operations, safety, manufacturing, regulatory and human capital leadership from U.S. Steel CEO tenure; extensive public company board oversight. Education: B.S. Accounting, Penn State.
- Committee-specific oversight: as O&CC Chair, oversees executive compensation alignment, succession planning, and clawback administration; as IOC member, oversees operations and cybersecurity; as Governance Committee member, reviews director independence, sustainability, political participation, and related-party reviews.
Equity Ownership
| Holder | Owned Shares (#) | Stock Units/RSUs (#) | Deferred Equity Shares (#) | Total Beneficial Ownership (#) | Percent of Class |
|---|---|---|---|---|---|
| John P. Surma | 1,736 | 14,161 | – | 15,897 | <1% |
- Director ownership guideline: 6x annual retainer ($120,000) = $720,000; directors not yet meeting are listed (Gentoso, Smith, Tanji, Pérez). Surma is not listed, indicating he meets the guideline.
- Shares outstanding reference (for context): 498,561,467 as of Feb 21, 2025.
Insider Trades (Form 4 snapshots)
| Date | Transaction | Shares/Units | Price | Value |
|---|---|---|---|---|
| May 2, 2025 | Stock award (director units) | 2,289 | $78.66 | ~$180,000 |
| May 1–2, 2024 | Stock award (director units) | 2,579 | $69.81 | $180,040 (grant-date fair value per proxy) |
Note: MarketBeat lists PEG Form 4 filings including Surma; see site’s Form 4 index for confirmation.
Governance Assessment
- Strengths
- O&CC Chair with deep financial and operating experience enhances pay-for-performance oversight; O&CC confirms independence and oversees clawback policy, succession planning, and shareholder say-on-pay feedback.
- Active on IOC during a period of heightened cyber and operational risk; IOC has standing cyber agenda and executive sessions with CISO.
- Independence confirmed; compliant with outside board limits (MPC/MPLX counted as one) and director ownership guideline; attendance threshold met.
- Director pay structure balanced between cash and equity; equity fully time-based with robust deferral and ownership requirement.
- Watch items
- Multiple outside boards (PEG, MPC/MPLX, Trane) require ongoing time-commitment monitoring; PSEG reviews this annually and confirms compliance.
- No related-party transactions disclosed; Governance Committee retains approval authority—continue to monitor for any potential transactions tied to external roles.
Overall signal: Governance profile appears solid—independent status, material leadership and financial expertise, and strong committee roles aligned with PSEG’s risk profile (operations, cyber, and compensation). Compensation and ownership structures support alignment; no disclosed conflicts or attendance concerns.