Scott Stephenson
PUBLIC SERVICE ENTERPRISE GROUPAbout Scott G. Stephenson
Scott G. Stephenson (age 67) has served on PSEG’s Board since 2020. He is the retired Chairman of the Board, President and CEO of Verisk Analytics, and previously served as a Partner at Boston Consulting Group. He holds an MBA from Harvard Business School and a BS in Mechanical Engineering from the University of Virginia. He is an independent director and is designated an Audit Committee Financial Expert by the Board. He currently chairs the Finance Committee and also serves on the Audit and Industrial Operations Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verisk Analytics | Chairman of the Board & CEO | Apr 2013 – May 2022 | Led strategy, technology and data analytics growth; deep risk assessment expertise |
| Verisk Analytics | President | Mar 2011 – May 2022 | Senior leadership of operations and value creation |
| Verisk Analytics | COO; Head of Decision Analytics; EVP & President Intego Solutions | 2001 – 2011 | Innovation, operations and analytics leadership |
| Boston Consulting Group | Partner | 1989 – 1999 | Strategy and performance improvement expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Definitive Healthcare Corporation | Director (public company) | Current | Only current outside public board disclosed; within PSEG time-commitment limits |
| Verisk Analytics, Inc. | Director (prior public company) | Prior | Prior public directorship at former employer |
Board Governance
- Independence and financial expertise: Independent director; designated Audit Committee Financial Expert by the Board .
- Committee assignments (2024 activity):
- Finance Committee (Chair) – 4 meetings; oversees capital structure, dividend policy, cash management, financing and investment risk, pension/NDT investments, ratings and insurance .
- Audit Committee – 5 meetings; financial reporting integrity, auditor oversight, compliance, disclosure controls and cybersecurity related to financial controls .
- Industrial Operations Committee – 4 meetings; oversight of major capital projects, operations, EHS, nuclear oversight, crisis management, IT/physical security and broader cybersecurity (non-financial controls) .
- Attendance and engagement: In 2024 the Board met seven times; each incumbent director attended at least 75% of aggregate Board and committee meetings; all nominees attended the annual meeting .
- Time commitments: PSEG policy caps outside public boards at four total for non-executive directors; all directors are in compliance (Stephenson inclusive) .
- Chair terms cadence: Committee Chair terms (except Executive Committee) anticipated to expire Apr 2026 to align with Lead Independent Director’s four-year term .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 120,000 | Standard non-employee director retainer |
| Finance Committee Chair Fee | 25,000 | Committee Chair fee level for Finance |
| Cash Paid (Fees Earned) | 145,000 | Reported 2024 cash fees for Stephenson |
| All Other Compensation | 7,650 | Matching gifts/charitable contributions |
Performance Compensation
| Equity Element | Grant/Units | Valuation | Vesting/Distribution | Notes |
|---|---|---|---|---|
| Annual Equity Grant (Stock Units) | 2,579 units | $180,040 grant-date fair value at $69.81 per share on May 1, 2024 | Fully vested by Apr 30 following grant; credited with dividend equivalents; distributions post-service per deferral elections | Directors’ Equity Plan is a deferred compensation plan; prorated if service ends before following Apr 30 |
| Outstanding Director Stock Units (12/31/2024) | 14,161 units | n/a | Deferred; no voting rights | Accrues dividend equivalents |
- Mix and alignment: 2024 total director compensation for Stephenson was $332,690, comprised of $145,000 cash fees, $180,040 equity, and $7,650 other; equity represented ~54% of total, supporting alignment with shareholders .
- No options or performance-vested awards are granted to directors; equity is in stock units with time-based vesting under the Directors’ Equity Plan .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Definitive Healthcare Corporation | Public | Director | No related-party transactions disclosed with PSEG; PSEG discloses no other related person transactions requiring disclosure beyond one involving the CEO’s brother (none related to Stephenson) |
| Verisk Analytics, Inc. | Public | Prior Director | Prior service; no PSEG interlock issues disclosed |
| O&CC Interlocks (Company-wide) | — | — | Company disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Strategic leadership, financial management, innovation/technology and data analytics expertise from Verisk CEO/Chairman tenure; operations and value creation background; strategy credentials from BCG .
- Board-designated Audit Committee Financial Expert; contributes to oversight of capital allocation, financial risk and pension/nuclear trust investment governance through Finance Chair role .
Equity Ownership
| As of Feb 21, 2025 | Amount (#) | % of Class | Notes |
|---|---|---|---|
| Shares Owned | 221 | <1% | Direct/indirect holdings per table |
| Stock Units/RSUs | 14,161 | — | No voting rights |
| Total Beneficial Ownership | 14,382 | <1% | Includes owned shares plus director stock units |
| Director Ownership Guideline | $720,000 | — | 6x annual retainer ($120k); Stephenson not listed among directors below guideline (implies in compliance) |
- Hedging/pledging: Company prohibits hedging and pledging by all employees and Directors; pre-clearance required for Director trading .
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with deep financial and analytics experience; designated Audit Committee Financial Expert; serves as Finance Committee Chair overseeing capital structure, dividend policy, and financial risks .
- Strong alignment: majority of director pay in equity; robust director ownership guideline (6x retainer) and Stephenson not identified as non-compliant; hedging/pledging prohibited .
- Attendance: met at least 75% threshold; active committee cadence (Audit 5, Finance 4, Industrial Ops 4 meetings in 2024) .
- No related-party transactions involving Stephenson disclosed; company maintains formal related-person transaction review via Governance Committee .
- Broader shareholder support on compensation (94.1% say-on-pay in 2024), indicating a constructive governance environment .
- Watch items / potential risks:
- Company continues to seek removal of supermajority voting provisions (received ~98% support in prior years but did not reach 80% threshold); ongoing governance modernization remains in progress .
- Attendance disclosure at aggregate threshold (≥75%) rather than exact director-by-director rates; continue monitoring for any changes in attendance patterns .
Overall, Stephenson’s committee leadership (Finance Chair), financial expertise, and equity-heavy compensation support board effectiveness and alignment, with no director-specific conflicts or red flags disclosed in the latest proxy .