Patricia Salas Pineda

About Patricia Salas Pineda

Independent director since 2022 (age 73), Chair of the Compensation, Culture and Talent Committee, and member of the Finance & Operations Committee (scheduled to rotate from Finance to Audit & Risk after the 2025 annual meeting, if re-elected). She holds a BA in Government from Mills College and a JD from UC Berkeley. Her background spans human resources, legal, communications, marketing, philanthropy, stakeholder relations, and customer strategy, with bilingual fluency in Spanish and English; she is founder and Chair emeritus of the Latino Corporate Directors Association. Independence affirmed by the Board under NYSE standards.

Past Roles

External Roles

Board Governance

• Committee assignments (current): Chair, Compensation, Culture & Talent; Member, Finance & Operations. Planned rotation post-2025 AGM: Pineda to leave Finance & Operations and join Audit & Risk if re-elected. Independent status affirmed; all standing committees fully independent.
• Board structure: Independent Board Chair (separate from CEO); executive sessions at each regularly scheduled meeting (7 executive sessions in 2024). Eight Board meetings in 2024; each director attended at least 75% of meetings; director nominees collectively attended 100% of Board and committee meetings.
• Shareholder engagement: 225+ investor engagements in 2024; proactive outreach to top 20 holders representing >36% of shares.
• Compensation Committee interlocks: None in 2024. Independent consultant (FW Cook) serves only the committee.

Fixed Compensation (Director)

• Program structure (2024): Board cash retainer $70,000; committee service retainer $20,000 per committee; committee chair retainers—Audit & Risk $20,000; Finance & Operations $20,000; other active standing committee chairs $15,000; Board Chair $125,000; annual RSU grant (grant-date value) $145,000; no meeting fees; cash paid quarterly in arrears; RSUs fully vested at grant and sized by dividing $145,000 by grant-date closing price.

Additional details:

• Annual RSUs fully vested when granted; pro rata awards for mid-year joiners.
• In July 2024, retainer levels were adjusted to market; equity grant value remained $145,000.

Performance Compensation (Committee Oversight of Executive Pay)

Directors do not receive performance-based compensation. As Compensation Chair, Pineda oversaw 2024 executive incentives; key metrics and results below.

LTI design (2024 grants): 70% PSUs; 30% RSUs; PSU metrics—ROE vs allowed ROE, 3-yr EPS growth, Clean Energy (MWa) with Relative TSR as modifier; max payout 200%. For 2025, TSR becomes an equal metric; ROE metric removed.

Say-on-Pay: 98% approval at 2024 annual meeting.

Other Directorships & Interlocks

• Committee Interlocks: POR disclosed no compensation committee interlocks in 2024.
• Related Person Transactions Policy requires NG&S Committee approval for >$120k transactions with related persons; Board found all directors other than CEO independent in 2024 review.

Expertise & Qualifications

• Human capital management and compensation; customer strategy/expectations; communications; stakeholder relations and policy.
• Bilingual (Spanish/English); founder & Chair emeritus, Latino Corporate Directors Association.
• Board skills matrix indicates coverage across Corporate Governance, Customer Experience, Environmental/Sustainability, Finance & Accounting, HCM & Culture, Industrial/Utility Ops, Innovation/Transformation, Regulatory/Public Policy, Risk/Compliance, Senior Leadership, Strategy/M&A.

Equity Ownership

Notes:

• Beneficial ownership includes common stock units and accrued dividend equivalents as of March 1, 2025.
• Director stock ownership guideline: 5x annual base cash retainer; all directors either meet or are on track.
• Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, margin purchases, or pledging/encumbering Company securities by directors.

Governance Assessment

• Strengths for investor confidence

  • Independent director and Compensation Chair with deep HCM, legal, and stakeholder expertise; committee is fully independent with an independent consultant (FW Cook) providing no other services.
  • Robust pay governance: clear ACI metric weights, multi-year PSU design with capped payouts, clawback policy for restatements and egregious misconduct, and strong insider trading/anti-hedging/anti-pledging rules.
  • Strong shareholder support and engagement: 98% Say-on-Pay approval (2024) and 225+ investor engagements; proactive outreach to top holders.
  • Board effectiveness: independent chair; 7 executive sessions in 2024; nominees collectively 100% attendance; active committee rotation adds oversight breadth (Pineda to Audit & Risk if re-elected).

• Watch items

  • Time horizon/refresh: Board retirement/tenure policy (no nomination after 75; typical max 12 years unless Board determines otherwise); Pineda is 73 and director since 2022.
  • Board service load: POR guidelines cap additional public boards at four (one if a named executive officer elsewhere); Pineda’s two outside public boards remain within limits; continued monitoring of attendance and engagement appropriate.
  • No director-specific attendance percentages disclosed (company-level disclosure indicates at least 75% for each director and 100% collectively).

• Conflicts/related-party exposure

  • Board’s 2024 independence review affirmed independence for all directors other than the CEO; Related Person Transactions Policy in place; no director family relationships. No POR disclosures of related-party transactions involving Pineda.

• Director compensation alignment

  • Balanced cash/equity mix with fully vested RSUs and ownership guidelines (5x retainer); no option grants or performance-conditioned director pay; program updated in 2024 to maintain market alignment while keeping equity grant value unchanged.