Susan Tomasky
PUBLIC SERVICE ENTERPRISE GROUPAbout Susan Tomasky
Lead Independent Director at PSEG; age 72; Director since 2012. Retired President of AEP Transmission at American Electric Power; former EVP, CFO, and General Counsel at AEP; previously General Counsel of the U.S. Federal Energy Regulatory Commission (FERC). Education: JD from George Washington University; BA in Liberal Arts from the University of Kentucky. Lead Independent Director since April 2022; also Director of PSE&G (wholly owned subsidiary) since April 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | President, AEP Transmission | May 2008–July 2011 | Led transmission operations and governance at major utility holding company |
| American Electric Power (AEP) | EVP, CFO, General Counsel | July 1998–May 2008 | Deep finance and legal oversight; executive leadership at scale |
| U.S. Federal Energy Regulatory Commission (FERC) | General Counsel | Mar 1993–Jun 1997 | Oversight of regulated business and environmental matters |
| PSE&G (PEG subsidiary) | Director | Since Apr 2020 | Oversight at utility subsidiary |
| Fidelity funds | Advisory Board member (certain funds) | Feb 2020–Jun 2020 | Advisory governance |
External Roles
| Organization | Role | Status/Key Dates | Notes |
|---|---|---|---|
| Marathon Petroleum Corporation | Director | Retiring Apr 30, 2025 | Current public company directorship through retirement date |
| Fidelity Equity and High Income Mutual Funds | Director | Current | Current public directorship |
| Andeavor Corporation | Director | Prior | Prior public company board |
| Summit Midstream Partners, LP | Director | Prior | Prior public company board |
Board Governance
- Independence: Independent director; designated Lead Independent Director since April 2022 .
- Committee assignments: Executive Committee member; the CEO chairs the Executive Committee .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; all nominees attended the Annual Meeting .
- Lead Independent Director duties: Presides over executive sessions of independent directors; coordinates agendas; reviews board information quality; leads board self-evaluation .
- Time commitments policy: Non-executive directors limited to four total public company boards (inclusive of PSEG); all directors in compliance .
- Board leadership: Combined Chair/CEO, complemented by strong Lead Independent Director (Tomasky) for balance and investor confidence .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Retainer (cash) | $120,000 | Current fee schedule |
| Lead Independent Director fee (cash) | $40,000 | Additional per assignment |
| Committee Chair fees (cash) | $25,000–$30,000 | Not applicable to Tomasky in 2024; fee levels shown for context |
| Annual Equity Grant | $180,000 | Granted as common stock units |
| 2024 Cash Fees (actual) | $160,000 | Includes retainer + LID fee |
| 2024 Stock Awards (actual grant-date FV) | $180,040 | 2,579 stock units at $69.81 on May 1, 2024 |
| 2024 All Other Compensation | $150 | Charitable contributions/matching |
| 2024 Total | $340,190 | Sum of components |
Grant detail and vesting:
- 2024 grant equals 2,579 stock units based on $69.81 price; units accrue dividend equivalents; fully vested by April 30 following the grant year .
- Directors’ Equity Plan: Annual stock unit award each May 1; deferred, with distribution in shares post-service (with elective timing and installment options) .
Performance Compensation
| Metric | Applicability | Notes |
|---|---|---|
| Performance-based cash bonus | Not applicable | Non-management directors receive retainer and equity; no annual bonus disclosed |
| PSUs/options tied to TSR/EPS/ESG | Not applicable to directors | Director equity is stock units under Directors’ Equity Plan; no options disclosed |
No director performance-based incentive metrics are disclosed for non-management directors; compensation is cash retainer plus stock units and expense reimbursement .
Other Directorships & Interlocks
| Entity | Interlock Details | Governance Consideration |
|---|---|---|
| Marathon Petroleum Corporation | Tomasky serves as director through Apr 30, 2025; John P. Surma (PEG director) is MPC Lead Independent Director as of Aug 1, 2024 | Board interlock with another PEG director; Marathon is an energy company, but no related party transactions with PEG disclosed |
Expertise & Qualifications
- Electric utility leadership (transmission operations) and governance at AEP; oversight of regulated business from FERC .
- Finance and legal acumen (former CFO and General Counsel at AEP) .
- Risk management, human capital management, workplace culture, and governmental regulation expertise; strong oversight perspective as Lead Independent Director .
Equity Ownership
| Holder | Owned Shares (#) | Stock Units/RSUs (#) | Deferred Equity Shares (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|---|
| Susan Tomasky | 0 | 46,747 | 0 | 46,747 | <1% |
Additional ownership alignment:
- Director stock ownership requirement: 6x annual retainer ($720,000) before selling any PSEG stock; new directors listed who do not yet meet requirement do not include Tomasky (implies compliance) .
- No hedging or pledging of PSEG stock permitted for employees and directors; pre-clearance required for director/officer trading .
Governance Assessment
- Board effectiveness: As Lead Independent Director, Tomasky presides over executive sessions and coordinates agendas, strengthening independent oversight and information flow—positively viewed for governance quality .
- Independence and attendance: Independent status; 2024 attendance thresholds met across incumbents; supports engagement quality .
- Compensation structure: Cash retainer plus equity units with vesting and deferred distribution; fee levels benchmarked biennially by independent consultant CAP; targeted to peer median .
- Ownership alignment: Significant stock unit holdings (46,747) and strict ownership/retention policies; prohibition on hedging/pledging reduces misalignment risk .
- Conflicts/related party: Company discloses no related person transactions beyond an employee relative of the CEO; none involving Tomasky; conflicts reporting governed under Corporate Governance Principles .
- Shareholder signals: 94.1% approval of 2024 say-on-pay suggests investor confidence in compensation governance; Board continues engagement and governance improvements (e.g., supermajority removal efforts) .
- RED FLAGS: None disclosed specific to Tomasky (no pledging/hedging; no related party transactions; compliant with outside board limits). Note Marathon Petroleum interlock with another PEG director (Surma) is a network consideration, not flagged by PEG as a conflict .