Willie Deese

About Willie A. Deese

Willie A. Deese (age 69) is an independent director of Public Service Enterprise Group (PSEG), serving since 2016. He is a retired Executive Vice President of Merck & Co., Inc., previously President of the Merck Manufacturing Division, with deep experience in manufacturing, procurement, and regulatory oversight. He holds an MBA from Western New England University and a BA in Business Administration from North Carolina A&T State University . The Board has determined he is independent under NYSE standards, and all directors except the CEO are independent; the company discloses no “golden leash” arrangements for directors .

Past Roles

External Roles

Board Governance

Fixed Compensation

Current fee schedule: Annual cash retainer $120,000; annual equity grant $180,000; Governance Committee Chair $25,000; Audit and O&CC Chairs $30,000; Lead Independent Director $40,000. Director compensation is benchmarked biennially by CAP; no changes recommended in 2023 review .

Performance Compensation

Non-employee director compensation has no performance-based elements. Equity is granted as stock unit equivalents under the Directors’ Equity Plan, vests by April 30 following grant, accrues dividend equivalents, and is distributable post-service per director election (lump sum or installments), with optional deferrals and distribution timing changes subject to 409A timing constraints . No stock options are used for directors; options have not been granted since 2009 and repricing/exchanges require shareholder approval .

Other Directorships & Interlocks

• O&CC membership in 2024: Deese served with Ostrowsky, Smith, and Surma (Chair); no member was a current or former PSEG officer, and no compensation committee interlocks existed; no direct or indirect material interests in transactions were reported for O&CC members .
• Board policy requires Governance Committee review of potential conflicts before directors accept new public company roles; numerical limits on outside public company board seats are enforced (max 4; exec officers max 2 including PSEG); all directors are in compliance .

Expertise & Qualifications

• Regulatory, manufacturing, and procurement expertise from senior roles at Merck and GSK, with deep understanding of regulatory requirements in a highly regulated sector .
• Human capital management and workplace culture experience; manufacturing and technology oversight for operational effectiveness .
• Serves on Audit Committee; Board determined all Audit members possess accounting/financial management expertise; designated audit committee financial experts include Ostrowsky, Stephenson, and Tanji .

Equity Ownership

• Ownership Guidelines: Directors must hold PSEG stock equal to six times the annual retainer ($720,000) before selling shares; directors not yet meeting the requirement are identified (Gentoso, Smith, Tanji, Pérez). Deese is not listed among those below threshold, indicating compliance with ownership guidelines .
• Hedging/Pledging: Company policy prohibits hedging, short-selling, margin purchases, or pledging by employees and directors; pre-clearance and trading-window restrictions apply to directors and officers .
• Recent Form 4 activity (Director equity awards):
  • 2025-05-01: Award of 2,289 common shares at $78.66; post-transaction ownership 10,615.088 shares; Form 4 filed 2025-05-02 .
  • 2024-05-01: Award of 2,579 common shares at $69.81; post-transaction ownership 8,248.838 shares; Form 4 filed 2024-05-02 .

Governance Assessment

• Strengths: Independent director; chairs Governance Committee overseeing sustainability, political spending controls, enterprise risk mapping, related-party oversight, and director compensation—functions central to investor confidence . Serves on Audit and O&CC, providing direct oversight of financial integrity and executive pay governance, including clawback practices and risk assessments . Board-wide restrictions on hedging/pledging align director incentives with shareholders . Ownership compliance supports skin-in-the-game alignment .
• Engagement and effectiveness: Board and committees use robust annual self-assessments, including independent third-party assessments every five years; directors receive ongoing education and external expert briefings; attendance expectations met in 2024 . Lead Independent Director structure enhances independent oversight .
• Compensation structure: Director pay balanced between cash ($145,000) and equity ($180,040) with clear, peer-benchmarked schedules; no options; equity vests on time-based schedules; reimbursements limited; transparency on equity deferrals and distributions .
• Conflicts and related-party exposure: Governance Committee administers a formal related-person transactions practice; only disclosed related-person case involved the CEO’s sibling, reviewed and approved as in shareholders’ best interest; no conflicts disclosed for Deese and no golden leash arrangements .
• Shareholder signals: Management proposals to eliminate supermajority voting requirements reflect shareholder empowerment; Say-on-Pay approval was 94.1% in 2024, indicating support for compensation governance; independent consultant CAP advises both O&CC and director pay benchmarking, with independence confirmed .

RED FLAGS: None disclosed specific to Deese. No hedging/pledging; meets stock ownership requirements; no related-party transactions; no compensation interlocks; attendance threshold met .