Laura Sugg
PUBLIC SERVICE ENTERPRISE GROUPAbout Laura A. Sugg
Laura A. Sugg (age 64) is an independent director of Public Service Enterprise Group Incorporated (PSEG), serving since 2019. She chairs the Industrial Operations Committee and is a member of the Audit and Finance Committees; her background includes senior operating and human capital roles in the global energy sector. She holds a BS in Chemical Engineering from Oklahoma State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips Corporation | President, Australasia Division | Jul 2005 – Feb 2007 | Led major E&P operations; corporate planning and regulatory responsibility |
| ConocoPhillips (E&P) | General Manager – Human Resources | Oct 2003 – Jun 2005 | Human capital leadership and workplace culture oversight |
| Phillips Petroleum / ConocoPhillips | VP, Worldwide Gas; later GM, Midstream | 2001 – 2003 | Corporate planning, business development, regulatory matters |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Kinetik Holdings Inc. | Director | Current | Public company directorship |
| Murphy Oil Corporation | Director | Current | Public company directorship |
| The Williams Companies, Inc. | Director | Prior | Prior public company board service |
| Denbury Resources, Inc. | Director | Prior | Prior public company board service |
- Outside time commitments: Board policy limits non-executive directors to four public company boards inclusive of PSEG; all directors are in compliance, and new public company boards must be approved by the Governance Committee to manage conflicts and time demands. Sugg’s current total (PSEG + two external) is within limits.
Board Governance
- Independence: The Board determined all current directors except the CEO are independent; Sugg is an independent director. No “golden leash” arrangements disclosed.
- Committee leadership and scope: As IOC Chair, Sugg oversees industrial operations for significant capital projects; environmental, health, safety, security, and legal/compliance related to operations; nuclear oversight (NRC, INPO, NSRB); crisis management; IT/physical security; and enterprise cybersecurity (including regular Executive Sessions with the CISO).
- Committee memberships and meetings in 2024: Audit (5 meetings); Finance (4); Industrial Operations (4).
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of combined Board and committee meetings on which they served; all nominees attended the Annual Meeting.
- Tenure and refreshment: Independent Board average tenure ~5.5 years; four independent directors added since 2022, with committee chairs generally on four-year terms.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $145,000 | Includes annual retainer and committee chair/member fees (IOC Chair) |
| Stock Awards | $180,040 | Directors’ Equity Plan grant on May 1, 2024 (2,579 stock units at $69.81); accrues dividend equivalents |
| All Other Compensation | $150 | Charitable contributions/matching |
| Total | $325,190 | Sum of components for 2024 |
| Current Director Fee Schedule (Cash unless noted) | Amount |
|---|---|
| Annual Retainer | $120,000 |
| Annual Equity Grant (stock units) | $180,000 |
| Lead Independent Director | $40,000 |
| Committee Chair (Audit; O&CC) | $30,000 |
| Committee Chair (Governance; Finance; Industrial Operations) | $25,000 |
- Directors’ Equity Plan: Annual stock unit grant each May 1, fully vested by the following April 30; deferral and distribution elections permitted; dividend equivalents accrue; distributions occur post-service per elections.
Performance Compensation
| Feature | Status | Notes |
|---|---|---|
| Performance-linked metrics in director pay | None | Director equity grants are stock unit awards under the Directors’ Equity Plan; no PSU/option-based performance conditions for directors disclosed |
| Option awards (directors) | None disclosed for 2024 | Director compensation table shows no option awards; company prohibits option repricing without shareholder approval |
| Vesting of director equity | Time-based | Directors are fully vested in annual equity grants by April 30 following grant; dividend equivalents accrue |
Other Directorships & Interlocks
| Company | Overlap/Interlock with PEG | Potential Conflict Note |
|---|---|---|
| Kinetik Holdings Inc. | None disclosed | Governance Committee reviews conflicts before new positions; related party transactions >$120,000 require review/approval; no director golden leash arrangements disclosed |
| Murphy Oil Corporation | None disclosed | Same governance controls; no related transactions involving Sugg disclosed in proxy |
Expertise & Qualifications
- Energy operations and engineering expertise with leadership of major E&P operations and midstream activities; strong corporate planning and regulatory experience.
- Human capital leadership from GM-HR role, supporting board oversight on culture and workforce matters.
- Governance and risk oversight: IOC chairship spans nuclear safety, operations, crisis management, and cybersecurity oversight.
Equity Ownership
| Metric | Amount |
|---|---|
| Owned Shares (#) | 210 |
| Stock Units/RSUs (#) | 16,959 |
| Total Beneficial Ownership (#) | 17,169 |
| Ownership as % of Shares Outstanding | <1% |
| Ownership Guideline | Requirement | Compliance |
|---|---|---|
| Director Stock Ownership | 6x annual retainer ($720,000) | Directors Gentoso, Smith, Tanji, Pérez not yet compliant; others compliant. Sugg is not listed among non-compliant directors, indicating compliance. |
- Hedging/pledging: Company policy prohibits hedging, short-selling, and pledging for all employees and directors; trading requires pre-clearance and is limited to open windows or approved 10b5-1 plans.
Governance Assessment
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Strengths
- Independence, committee leadership (IOC Chair), and material technical oversight in nuclear safety and cybersecurity support board effectiveness and investor confidence.
- Strong attendance and engagement; adherence to outside board limit and conflict review processes.
- Ownership alignment: Meets stock ownership requirement; director equity paid in stock units with dividend equivalents and vesting aligned to service.
- No hedging/pledging; robust clawback practices for executives; high say-on-pay support (context for governance culture).
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Compensation and incentives
- Director pay mix balanced between cash retainer/committee fees and equity (stock units); fee schedule targets peer median and was reviewed in 2023 with no changes.
- No performance-linked instruments for directors; equity aligns director interests with shareholders without complexity or option risk.
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Conflicts and related-party exposure
- No related party transactions involving Sugg disclosed; the only disclosed related person case pertains to the CEO’s relative employee, reviewed and approved by the Governance Committee.
- Governance Committee pre-screens new external roles to manage potential conflicts; directors in compliance with board limits.
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RED FLAGS
- None specific to Sugg disclosed: no low attendance, no hedging/pledging, no related-party transactions, no “golden leash” arrangements.