Valerie Smith - Director | PUBLIC SERVICE ENTERPRISE GROUP (PEG) Executive Profile & Compensation

About Valerie A. Smith

Valerie A. Smith, 69, is an independent director at Public Service Enterprise Group (PSEG) and President of Swarthmore College since 2015. She joined PSEG’s board in 2022, brings deep human capital and academic leadership experience from Swarthmore and Princeton, and holds a PhD and MA from the University of Virginia and a BA from Bates College . The Board has determined she is independent under NYSE and PSEG standards (all directors except the CEO are independent) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Princeton University	Dean of the College	2011–2015	Senior academic leader; operational oversight and strategy
Princeton University	Founding Director, Center for African American Studies	2006–2009	Built and led new academic center
Princeton University	Director, Program in African American Studies	2002–2006	Program leadership
Princeton University	Woodrow Wilson Professor of Literature; Professor of English & African American Studies	2001–2015	Faculty leadership and scholarship

External Roles

Organization	Role	Tenure	Notes
Swarthmore College	President	2015–Present	Institutional leadership; climate risk/sustainability oversight experience

Board Governance

Committees: Governance, Nominating & Sustainability (4 meetings in 2024) and Organization & Compensation (6 meetings in 2024) .
Independence: Independent director; Board majority independent (10 of 11) .
Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; all 2024 nominees attended the annual meeting .
Tenure: Director since 2022 .
Committee effectiveness: Governance Committee oversees board composition, sustainability, related-person transactions; O&CC oversees executive pay, succession, HCM risks, and clawbacks; both staffed entirely by independent directors with an independent compensation consultant (CAP) engaged by O&CC .
Anti-hedging/pledging and clawbacks: Company prohibits hedging and pledging for all employees and directors; clawback practices cover incentive compensation and restatements/misconduct .

Fixed Compensation (Director)

Year	Cash Retainer ($)	Committee/Lead Fees in Cash ($)	Stock Units Grant ($)	All Other ($)	Total ($)
2024	120,000	—	180,040	12,568	312,608
Notes	-	-	Grant on 5/1/2024 equated to 2,579 stock units at $69.81; quarterly dividend equivalents accrue	Charitable/matching and other eligible items	-
Sources

Deferrals: Smith deferred $120,000 of her 2024 cash fees under the Directors’ Deferred Compensation Plan .
Fee schedule (in effect; benchmarked by CAP): Annual Retainer $120,000; Annual Equity Grant $180,000; Committee Chair fees: Audit/O&CC $30,000; Governance/Finance/Industrial Ops $25,000; Lead Independent Director $40,000 .

Performance Compensation (Director)

Component	Structure	Metrics	Vesting/Settlement	2024 Detail
Directors’ Equity Plan (Stock Units)	Annual stock unit grant; dividend equivalents accrue	None (time-based; no performance metrics)	Fully vested by April 30 following grant; distributions post-board service per election	2,579 units granted 5/1/2024; $180,040 fair value; dividends credited quarterly

Directors do not receive options or performance-conditioned equity; stock unit grants are time-based and deferred until distribution per plan elections .

Other Directorships & Interlocks

Company	Role	Committee Roles	Status
None	—	—	No current or prior public company directorships disclosed

O&CC Interlocks: PSEG discloses no compensation committee interlocks or insider participation; no O&CC member (including Smith) was an officer/employee; no executive served on a company where O&CC members were executives .

Expertise & Qualifications

Human capital, culture, and inclusion expertise via leadership at Swarthmore and Princeton; strategic planning experience as a college president and dean .
Background in climate/sustainability governance from institutional role; strong leadership track record .

Equity Ownership

Holder	Owned Shares (#)	Stock Units/RSUs (#)	Deferred Equity Shares (#)	Beneficial Ownership (#)	% of Class	Ownership Guideline	Status
Valerie A. Smith	0	8,537	0	8,537	<1%	6x annual retainer ($720,000)	Not yet met (joined 2022)
Sources

Prohibitions: Hedging/pledging of company stock prohibited for directors .
Ownership guideline details: Directors must hold shares/units equal to 6x retainer before selling any PSEG stock; Smith listed as not yet meeting the guideline (typical for newer directors) .

Governance Assessment

Strengths:
- Independent director on Governance and O&CC—key oversight over sustainability, related party reviews, board composition, executive pay, succession, and clawbacks; both committees fully independent with an independent consultant (CAP) .
- Attendance standards met across the board in 2024; all nominees attended annual meeting .
- Robust governance policies: anti-hedging/pledging, clawbacks, majority voting, proxy access; strong shareholder engagement; say-on-pay support of 94.1% in 2024 indicating investor alignment on pay practices .
- No related-party transactions disclosed involving Smith; Governance Committee administers related-person reviews .
Watch items:
- Ownership guideline not yet met (Smith joined in 2022); continue to monitor accumulation toward 6x retainer requirement .
- No public company board experience; however, academic leadership and governance skillset align with PSEG’s emphasis on human capital and sustainability oversight .
Red flags observed: None—no attendance, RPT, hedging/pledging, or pay anomalies disclosed for Smith .
Context signals:
- Board remains majority independent; all committees (except Executive) chaired by independents; institutionalized refreshment and tenure policies .
- Compensation governance features (double-trigger CIC, no repricing, clawbacks) reduce risk; strong shareholder support on say-on-pay reinforces governance credibility .