UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2019

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

 

New Jersey   001-09120   22-2625848

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

80 Park Plaza

Newark, New Jersey 07102

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

http://www.pseg.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if such registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2019, Stuart J. Black, Vice President and Controller of each of Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company (PSE&G) and PSEG Power LLC (Power) notified PSEG of his intention to retire from each of his positions, effective March 11, 2019. Mr. Black is expected to remain with the company as Vice President – Special Projects until May 17, 2019.

Consistent with PSEG’s succession plan, on January 14, 2019, Rose M. Chernick was elected to replace Mr. Black as Vice President and Controller of each of PSEG, PSE&G and Power, effective upon the retirement of Mr. Black from such positions on March 11, 2019.

Ms. Chernick, 55, has served as Vice President – Finance, Corporate Strategy and Planning since October, 2015. Ms. Chernick joined PSEG in 2004 as Director – Financial Management Services and advanced through a variety of financial positions of increasing responsibility, including as Vice President – Finance, Holdings and Corporate Planning and Analysis and Enterprise Assistant Controller. Prior to joining PSEG, Ms. Chernick worked at NextEra Energy Resources, LLC in a variety of accounting positions, culminating in the position of Director of Accounting. Prior to that, she worked at Deloitte & Touche LLP in its financial services and public utilities practice.

No arrangement or understanding exists between Ms. Chernick and any other person pursuant to which Ms. Chernick was elected as an officer of PSEG.

Under the terms of Ms. Chernick’s at will employment as Vice President and Controller, she will receive a base annual salary of $325,000 and a target annual incentive under PSEG’s Management Incentive Compensation Plan of 45%. Ms. Chernick will continue to participate in PSEG’s Amended and Restated 2004 Long-Term Incentive Plan.

PSEG issued a press release on January 15, 2019 announcing the retirement of Mr. Black and election of Ms. Chernick. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number

  

Description

99

   Press Release dated January 15, 2019.

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Registrant)
By:  

/s/    Stuart J. Black    

  Stuart J. Black
  Vice President and Controller
  (Principal Accounting Officer)

Date: January 15, 2019

 

3

EXHIBIT 99

 

Media Relations   

Public Service Enterprise Group

80 Park Plaza, T6

Newark, N.J. 07102

   LOGO

 

FOR IMMEDIATE RELEASE    CONTACT:    Michael Jennings
January 15, 2019       609-610-5161
      Michael.Jennings@pseg.com

PSEG Controller Stuart Black to Retire; will be succeeded by Rose Chernick

Scott Jennings Promoted to SVP Corporate Planning, Strategy & Utility Finance

(NEWARK, N.J. – January 15, 2019) Public Service Enterprise Group (PSEG) today announced that Stuart J. Black, vice president and controller, is retiring. The company named Rose Chernick, vice president-finance, corporate strategy and planning, as Black’s successor, effective March 11. Black will help transition the role’s responsibilities to Chernick until his official retirement in May.

The company also announced the promotion of Scott Jennings, vice president – finance, PSE&G, to senior vice president – corporate planning, strategy and utility finance, also effective March 11. He will continue to lead finance for PSE&G and PSEG Long Island and assume additional responsibilities previously assigned to Chernick, including corporate strategy and planning.

Chernick and Jennings will continue to report to Dan Cregg, PSEG’s executive vice president and chief financial officer.

“Stuart’s strong financial acumen and deep understanding of our businesses have been invaluable to PSEG,” Cregg said. “He has played a key role ensuring the highest standards of disclosure for the company’s financial reporting to the SEC and our regulators. We thank Stuart for his many contributions over the last 17 years and wish him the best.”

Black joined PSEG in 2002 as vice president – internal auditing services for PSEG Services Corp. In 2010, he was named vice president and assistant controller, PSEG Power, and, in July 2014, was named PSEG’s controller.

“Rose and Scott are strategic leaders with established records of success and will continue to contribute to PSEG’s financial strength,” Cregg said. “Both have a deep and broad understanding of the opportunities and challenges that are impacting the industry. We congratulate them as they take on their new leadership positions in our company.”

Chernick has been in her current role since October 2015. She joined PSEG in 2004 as a director in the accounting organization. In 2010, she was promoted to vice president and has since held a variety of positions of increasing responsibility. Chernick joined PSEG from NextEra Energy Resources (formerly FPL Energy).

She holds bachelor’s degrees in finance and accounting and a master’s degree in accounting, all from Florida Atlantic University.

Jennings has been with PSEG since 1998, when he joined the corporate accounting group. He has held a variety of leadership positions in finance, strategy and planning, business development, and mergers and acquisitions. Prior to joining PSEG, he worked in Deloitte’s financial services and public utilities practice.

He holds a bachelor’s degree in business administration and an MBA in accounting from Pace University.

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Public Service Enterprise Group Inc. (PSEG) (NYSE: PEG) is a publicly traded diversified energy company with approximately 13,000 employees. Headquartered in Newark, N.J., PSEG’s principal operating subsidiaries are: Public Service Electric and Gas Co. (PSE&G), PSEG Power and PSEG Long Island. PSEG is a Fortune 500 company included in the S&P 500 Index and has been named to the Dow Jones Sustainability Index for North America for 11 consecutive years (www.pseg.com).

Visit PSEG at :

www.pseg.com

PSEG on Facebook

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PSEG on LinkedIn

PSEG blog, Energize!

From time to time, PSEG, PSE&G and PSEG Power release important information via postings on their corporate website at https://investor.pseg.com . Investors and other interested parties are encouraged to visit the corporate website to review new postings. The “Email Alerts” link at https://investor.pseg.com may be used to enroll to receive automatic email alerts and/or Really Simple Syndication (RSS) feeds regarding new postings.