PUBLIC SERVICE ENTERPRISE GROUP INC (Form: 8-K, Received: 04/19/2022 08:39:11)

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): April 18, 2022

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 or organization)

(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)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Trading

Symbol(s)

Name of Each Exchange

On Which Registered

Common Stock without par value

PEG

New York Stock Exchange

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 the 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 April 19, 2022, Public Service Enterprise Group Incorporated (PSEG) announced that Ralph Izzo, PSEG’s President and Chief Executive Officer (CEO) and the Chair of PSEG’s Board of Directors (the Board) will retire from PSEG, with his last day as President and CEO being August 31, 2022, and his last day as a director being December 31, 2022. Pursuant to a letter agreement entered into on April 18, 2022, Mr. Izzo will serve as executive chair of the Board effective September 1, 2022, until his retirement from the Board, and during such period his compensation will be unchanged. Also on April 18, 2022, the Board elected Ralph A. LaRossa, currently PSEG’s Chief Operating Officer, to succeed Mr. Izzo as President and CEO effective September 1, 2022. By operation of PSEG’s by-laws, Mr. LaRossa will also join the Board when he becomes President on September 1, 2022. He will assume the additional responsibilities of chair of the Board on January 1, 2023.

On April 18, 2022, PSEG and Mr. LaRossa entered into a letter agreement to memorialize his appointment as President and CEO. The agreement also specifies certain new compensation terms for Mr. LaRossa, effective September 1, 2022, including a base salary of $1,250,000, a target annual incentive equal to 130% of base salary and 2022 supplemental long-term incentive awards with a total value of $4,850,000. He will continue to participate in the other compensation and benefit programs in which he currently participates.

Information regarding Mr. LaRossa’s business experience and qualifications is disclosed in PSEG’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (SEC) on February 24, 2022, and is incorporated herein by reference. Other than those disclosed in PSEG’s Definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders, which was filed with the SEC on March 10, 2022, and is incorporated herein by reference, there are no transactions involving Mr. LaRossa that would require disclosure pursuant to Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Mr. LaRossa and any other persons pursuant to which Mr. LaRossa was selected as an officer, and there are no family relationships between Mr. LaRossa and any of our directors or executive officers.

A copy of the press release issued by PSEG on April 19, 2022, is attached hereto as Exhibit 99.1. Copies of the letter agreement between Mr. Izzo and PSEG and the letter agreement between Mr. LaRossa and PSEG are attached hereto as Exhibits 10.1 and 10.2.

Item 9.01

Financial Statements and Exhibits.


Exhibit 10.1		Letter Agreement between PSEG and Ralph Izzo dated April 18, 2022

Exhibit 10.2		Letter Agreement between PSEG and Ralph A. LaRossa dated April 18, 2022

Exhibit 99.1		Press Release dated April 19, 2022

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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/ Rose M. Chernick
		ROSE M. CHERNICK
		Vice President and Controller
		(Principal Accounting Officer)

Date: April 19, 2022

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Exhibit 10.1

Sheila J. Rostiac

Senior Vice President – Human Resources

Chief Human Resources Officer & Chief Diversity Officer

Human Resources

80 Park Plaza, T4, Newark, NJ 07102

tel: 973-430-6047

email: sheila.rostiac@pseg.com

LOGO

April 18, 2022

Ralph Izzo

In Care Of PSEG

Dear Ralph:

On behalf of the PSEG Board of Directors (the “Board”), I am pleased to confirm your new position as Executive Chair – PSEG, effective September 1, 2022, at which time you will cease to serve as President and Chief Executive Officer- PSEG. You will continue to be an executive employee of PSEG Services Corporation.

As Executive Chair, you will continue to report directly to the Board and serve as Chairman of the Board. Your duties as Executive Chair will be determined by the Board, but are expected to include continued focus on energy policy, other strategic matters important to the company, and assisting Ralph LaRossa in the leadership transition.

There are no changes to any of your existing compensation arrangements associated with this position change, and any other employment terms and conditions remain in place. You agree that you are not entitled to any severance compensation or benefits in connection with your transition to Executive Chair as of September 1, 2022, or your last day of employment on December 31, 2022. You agree to resign from all positions with PSEG (including as Executive Chair and a member of the Board) effective as of December 31, 2022, and you will provide PSEG with any documentation necessary to effectuate these resignations.

If the foregoing is in accordance with your understanding, please sign this letter and return to me.

Sincerely,

/s/ Sheila J. Rostiac

Sheila J. Rostiac

Senior Vice President – Human Resources

Chief Human Resources Officer and Chief Diversity Officer

Agreed to this 18th day of April, 2022.

/s/ Ralph Izzo

Ralph Izzo

Exhibit 10.2


Sheila J. Rostiac		Human Resources
Senior Vice President – Human Resources		80 Park Plaza, T4, Newark, NJ 07102
Chief Human Resources Officer & Chief Diversity Officer		tel: 973-430-6047
		email: sheila.rostiac@pseg.com

LOGO

April 18, 2022

Ralph A. LaRossa

In Care Of PSEG

Dear Ralph:

On behalf of the PSEG Board of Directors (the “Board”), I am pleased to offer you the position of President and Chief Executive Officer – PSEG, effective September 1, 2022. You will continue to be employed by PSEG Services Corporation. In this position, you will be paid a base annual salary of $1,250,000. You shall be eligible for your next salary review in January 2023. Salary reviews will be conducted annually thereafter. Your work location will be Newark, NJ.

You will be eligible to participate in PSEG’s Management Incentive Compensation Plan (“MICP”) under the terms and conditions of the MICP. Your target incentive award in this position for 2022 will be 130% of your base salary. Targets and awards may be adjusted from time to time in accordance with established plan procedures. There is no guarantee of payment under the MICP, and any such payment will be contingent upon your establishment and successful completion of goals and objectives. Your award under the MICP, if earned, will be based upon the successful completion of goals and objectives for 2022 and payable in 2023. Your award, if earned, will be prorated between your former position, salary, and target of 90% through August 2022 and your new position, salary and target of 130% for the remainder of the year.

You will continue to be a participant in the 2021 PSEG Long-Term Incentive Plan (“LTIP”). You will be provided with a supplemental 2022 LTIP grant in the amount of $4,850,000. This will be in the form of 30% Restricted Stock Units (“RSUs”) and 70% Performance Share Units (“PSUs”). The number and form of LTIP grants recommended in any given year will appropriately reflect your responsibilities and ability to contribute to the long-term success of PSEG and is subject to the approval of the Board. All future grants under the LTIP will be subject to the terms of the LTIP and the related grant award agreements.

You will continue to be eligible for “Limited Benefits” under the Supplemental Executive Retirement Income Plan for Non-Represented Employees of Public Service Enterprise Group Incorporated and Its Affiliates.

You will continue to be eligible to participate in the PSEG Deferred Compensation Plan For Certain Employees (“Deferred Compensation Plan”), which will allow you to defer a portion of your base pay and/or all or a portion of any cash incentive you may receive in any given year.


Ralph A. LaRossa		April 18, 2022

You will continue to be eligible to participate in the PSEG Equity Deferral Plan (“Deferred Equity Plan”), which allows you to defer all or a portion of the receipt of shares under the LTIP.

You will continue to be a Schedule B participant in the Key Executive Severance Plan of Public Service Enterprise Group Incorporated, as amended from time to time.

You will continue to have six (6) weeks of vacation time each year.

You will be required to own and retain a level of company stock commensurate with your new position as outlined in the attached “Officer Stock Ownership and Retention Policy”. Please note the required minimum level of company stock ownership will be 8x base salary for this position.

You will be eligible for certain perquisites and personal benefits aligned with this new position including but not limited to a driver (in lieu of your current vehicle stipend), and home security.

If, at the time you terminate from employment, you are determined to be a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your nonqualified deferred compensation payments will be delayed for six months following your termination of employment to the extent necessary to satisfy Section 409A.

You will be required to complete the attached FERC/BPU interlock questionnaire and your position is contingent upon successful clearance of interlock requirements.

The purpose of this letter is to set forth the terms of your new position with the Company; it is not a contract of employment, nor does it guarantee your employment with the Company for any period of time. Your employment with the Company is at-will, which means that either you or the Company is free to terminate the employment relationship at any time, for any reason, with or without cause.

Additionally, a booklet referencing the Responsibilities of Corporate Officers and Directors will be mailed separately to you at your home address.

Finally, you will be required to sign the enclosed Confidentiality, Non-Competition, and Non-Solicitation Agreement, and the enclosed Arbitration Agreement.

If the foregoing is in accordance with your understanding, please sign this letter and the enclosed Agreements, and return them to me.

Sincerely,

/s/ Sheila J. Rostiac

Sheila J. Rostiac

Senior Vice President – Human Resources

Chief Human Resources Officer and Chief Diversity Officer


Ralph A. LaRossa		April 18, 2022

Agreed to this 18th day of April, 2022.

/s/ Ralph A. LaRossa

Ralph A. LaRossa

Attachments:

Management Incentive Compensation Plan (“MICP”)

PSEG 2021 Long-Term Incentive Plan

Key Executive Severance Plan of Public Service Enterprise Group, Inc.

Deferred Compensation Plan

PSEG Equity Deferral Plan

Officer Stock Ownership & Retention Policy

FERC/BPU Interlock Questionnaire

Confidentiality, Non-Competition and Non-Solicitation Agreement

Arbitration Agreement

10.

Responsibilities of Corporate Officers and Directors

Exhibit 99.1


				Public Service Enterprise Group 80 Park Plaza Newark, NJ 07102

*CONTACTS:*
*Investor Relations*				*Media Relations*
Carlotta Chan				Marijke Shugrue
973-430-6565				908-531-4253
Carlotta.Chan@pseg.com				Marijke.Shugrue@pseg.com

PSEG’s Chairman, President and CEO Ralph Izzo Announces

Plans to Retire at End of 2022

PSEG Board of Directors Elects PSEG COO Ralph LaRossa next President & CEO

(NEWARK, N.J. – April. 19, 2022) PSEG announced today that Ralph Izzo, chair, president and CEO, will retire from the company. His last day will be December 31, 2022. As part of a planned leadership succession process, the PSEG Board of Directors elected Ralph LaRossa, chief operating officer, as president and chief executive officer effective September 1, 2022. Izzo will serve as executive chair of the board effective September 1 until his retirement. He will continue to lead the board and work closely with LaRossa in support of a smooth succession and continue his keen focus on energy policy matters. LaRossa will assume the additional responsibilities of chair on January 1, 2023.

“It cannot be overstated how significant an impact Ralph Izzo has had on PSEG over the past 15 years as CEO,” said Dr. Shirley Ann Jackson, PSEG’s retiring lead director. “Ralph is a visionary leader, whose passion for clean energy has been the driving force of his career, shaping PSEG’s purpose, culture and transformation. He is a highly respected and influential clean energy voice here in New Jersey and globally. All of this, coupled with his relentless focus on customers, communities and a commitment to building a strong, diverse talent pipeline have strengthened the company and positioned PSEG well for the future.”

“It has been an honor and a privilege to serve as CEO for the last 15 years.” said Ralph Izzo, PSEG chairman, president and CEO. “I started my career with PSEG 30 years ago because I saw the possibilities to shape a future where customers use less energy, the energy they use is cleaner than ever before, and delivered with reliability unsurpassed in our history while adding shareholder value. Our focus as a company has evolved from delivering electricity and gas to enhancing lives and communities. As corporate citizens, we have a responsibility and obligation to stand up for the equitable treatment of our employees, our customers, and the many diverse communities we serve. Throughout my career, I have endeavored to put the company, our communities and the planet on a sustainable path. I am proud of the accomplishments our 12,500 strong workforce has made.”

“The board of directors has led a robust leadership succession planning effort and today’s announcement reflects the unanimous support of Ralph LaRossa as the next CEO. We are confident that Ralph will pick up the reins in September and continue to successfully guide the company along the path that he helped Ralph Izzo build,” added Jackson.

Susan Tomasky, designated to succeed Jackson as lead director, commented, “Ralph LaRossa’s track record showcases his talent in developing and executing business strategy, identifying and leading the implementation of investment priorities across the enterprise, as well as his deep commitment to employees and workforce development. I look forward to his leadership and continuing to work with him in the future in this new role.”

“For almost 20 years Ralph LaRossa and I have worked side-by-side building out PSEG’s vision,” added Ralph Izzo. “With our Powering Progress vision, mission and strategy firmly in place, I am truly excited about the future prospects for PSEG under Ralph LaRossa’s leadership.”

For over three decades, LaRossa’s career at the company has enabled him to hold leadership roles overseeing all of the operating businesses of PSEG including: Public Service Electric & Gas (PSE&G), PSEG Power, PSEG Long Island, and PSEG Services Corp functions including information technology, and cyber and physical security.

•

As the president and COO of PSE&G for over a decade, LaRossa’s dedication to employees and customers began with a commitment to improving operating performance in all areas of safety, reliability, and emergency response. LaRossa also spearheaded the development and execution of PSE&G’s landmark clean energy and utility of the future program.

•

Most recently in his role as COO, he led the company’s business continuity and response to COVID-19 ranging from protecting the health and safety of employees and our customers, to maintaining safe and reliable operations, to achieving financial and operational plans.

•

Additionally, LaRossa led the recent divestiture of PSEG’s Solar Source and Fossil businesses as well as the development and execution of the offshore wind growth strategy.

“I am honored and humbled by the confidence that the board and Ralph Izzo have placed in me,” stated Ralph LaRossa. “My goal is to carry on the vision and strategy that Ralph Izzo has built with our leadership team. With a focus on developing our workforce of the future, I look forward to powering progress for all of the diverse stakeholders and communities we serve.”

Ralph Izzo Legacy:

2022 marks Izzo’s 30th anniversary at PSEG and his 15th year as CEO. It is a significant year for the 119-year-old PSEG, as the company launches a new Powering Progress vision and mission and makes historic infrastructure, clean energy and workforce training investments that he pioneered at PSEG as part of its sustainable business strategy. Environmental, Social and Governance (ESG) principles have been at the forefront of Izzo’s approach to positioning PSEG for the next one hundred years. His contributions have been extensive, but to name a few:

•

Tackling Climate Change as a respected science and business advocate in state, national and global climate discussions, most recently at COP26 in support of preserving existing nuclear generation and advancing the widespread adoption of energy efficiency.

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Under Izzo’s leadership, PSEG has invested billions of dollars to strengthen and harden New Jersey’s infrastructure – from upgrading the electric transmission system to modernizing substations and replacing aging pipes – improving resilience and improving the customer experience.

•

A longtime advocate of energy efficiency, Izzo helped secure the $1 billion award to PSE&G for energy efficiency programs to help customers cut household energy use, leading to meaningful improvements in air quality while also saving customers $1 billion on their utility bills and creating 4,300 direct and indirect jobs.

•

Under Izzo’s leadership, PSEG has reduced carbon emissions from power generation 98% since 2005 by maintaining the company’s nuclear units, investing in renewables, and exiting or retiring nearly 11,000 megawatts of fossil generation, resulting in a power portfolio that is among the top 10 carbon-free energy producers in the U.S.

•

As scientific evidence pointed to a need for more urgent action, Izzo led the effort to set Net Zero 2050 goals and then move up PSEG’s pledge from 2050 to 2030, becoming one of just a few energy companies to join the U.N.’s Race to Zero campaign.

•

Established a DEI-focused culture that promotes inclusion for all demonstrated by committed support for women, the LGBTQ+ community, and all of the diverse backgrounds in our workplace; and creating new opportunities for underrepresented communities and expanding clean energy equity.

•

Since beginning his leadership role in 2006, PSEG shareholders investing $100 would have realized a total shareholder return resulting in $328 today, an annualized growth rate of close to 10%. PSEG delivered financial results at or above the mid-point of management’s guidance in each of Izzo’s 15 years as CEO, and extended PSEG’s incredible track record of paying dividends to shareholders to 115 years and counting.

About PSEG

Public Service Enterprise Group (PSEG) (NYSE: PEG) is a predominantly regulated infrastructure company focused on a clean energy future. Guided by its Powering Progress vision, PSEG aims to power a future where people use less energy, and it’s cleaner, safer and delivered more reliably than ever. PSEG’s commitment to ESG and sustainability is demonstrated in our net-zero 2030 climate vision, our pursuit of science-based emissions reductions targets and participation in the U.N. Race to Zero, as well as our inclusion on the Dow Jones Sustainability North America Index, the Bloomberg Gender-Equality Index and the list of America’s most JUST Companies. PSEG’s businesses include Public Service Electric and Gas Co. (PSE&G), PSEG Power and PSEG Long Island. (https://corporate.pseg.com).

Forward-Looking Statement

The statements contained in this press release that are not purely historical are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Factors that may cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC), and available on our website: https://investor.pseg.com. All of the forward-looking statements made in this press release are qualified by these cautionary statements and we cannot assure you that the results or developments

anticipated by management will be realized or even if realized, will have the expected consequences to, or effects on, us or our business, prospects, financial condition, results of operations or cash flows. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this press release apply only as of the date hereof. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even in light of new information or future events, unless otherwise required by applicable securities laws.