PG&E Corporation People and Compensation Committee Charter

As of May 20, 2021


I. Authority and Purpose
This Charter specifies the scope of the responsibilities of the People and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of PG&E Corporation (the "Corporation") and the manner in which those responsibilities shall be performed, including its structure, processes and membership requirements.


II. Membership
The Committee shall consist of at least three directors, appointed by and serving at the pleasure of the Board (and, as may be authorized from time to time, the Board of Directors of Pacific Gas and Electric Company), one of whom shall be appointed by the Board as the Committee's chair. Any directors appointed to the Committee from the Board of Directors of Pacific Gas and Electric Company are understood to be simultaneously serving in their capacity as members of such Board of Directors.


All members of the Committee shall satisfy independence and qualification criteria established by the New York Stock Exchange ("NYSE") and the Securities and Exchange Commission (the "SEC"), as in effect from time to time, including the requirement that each member of the Committee shall be independent. Further, the Board must affirmatively determine whether the members are "independent" with reference to any appropriate general categorical or other standards established by the Board as may be set forth in the Corporation's Corporate Governance Guidelines; and that, to the extent practicable, at least two members of the Committee shall also qualify as "non-employee" directors within the meaning of Rule 16b 3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


III. Duties and Responsibilities

The responsibilities of the Committee shall include advising and assisting the Board, the Board of Directors of Pacific Gas and Electric Company, and the Board of Directors of any other subsidiary with non-employee directors with respect to the compensation of directors; certain policies and practices regarding employment, compensation, and benefits; the development, selection, and compensation of policy-making officers; and strategies, activities and policies regarding human capital management and labor relations. The Committee may consider various items when exercising its authority to establish or adjust executive compensation, including consideration of, without limitation, performance with respect to safety, compliance, and ethics. More specifically, the Committee shall:

  1. (a) Review and discuss with management the Compensation Discussion and Analysis ("CD&A") required by the SEC and, based on such review and discussion, recommend to the Board whether the CD&A should be included in the corporation's annual proxy statements or annual reports on Form 10 K filed with the SEC; and (b) perform a similar function for Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
  2. (a) Produce a Compensation Committee Report for inclusion in the Corporation's annual proxy statements or annual reports on Form 10 K filed with the SEC, indicating whether the Committee has reviewed, discussed, and recommended the CD&A; and (b) perform a similar function for Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
  3. Oversee the Corporation's submissions to shareholders on executive compensation matters, including shareholder advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans, and amendments to such plans (to the extent required under the NYSE listing standards) and, engage with proxy advisory firms and investors on executive compensation matters, from time to time as appropriate.
  4. Review and recommend to the Board the amount and form of compensation and benefits to be received by directors of the Corporation who are not employees of the Corporation or of a subsidiary or affiliate, including benefits under incentive compensation plans and equity-based plans, and perform a similar function with respect to the compensation and benefits to be received by such directors of Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
  5. Review and approve the overall compensation philosophy and objectives of the Corporation, and review certain employee compensation and benefits policies and practices of the Corporation and its subsidiaries.
  6. (a) Review and, as applicable, approve (or recommend that the Board or the Boards of Directors of subsidiary companies approve) (i) executive compensation and benefits plans and arrangements, (ii) short-term incentive plans that include Section 16 officers, (iii) tax-qualified pension plans, (iv) equity-based plans for employees, (v) funded welfare benefit plans, and (vi) any other compensation plan or arrangement to the extent board-level approval is required for such plans; and (b) approve amendments to such plans as may be designated by the Board or by the Board of Directors of a subsidiary.
  7. Review the employee compensation policies, programs, and practices for the Corporation, Pacific Gas and Electric Company, and their subsidiaries, with respect to whether or not such policies, programs, and practices are reasonably likely to have a material adverse impact on the respective company. Such review should consider, among other things, the relationship between compensation policies and practices, and risk management activities and risk-taking incentives.
  8. (a) Annually review and approve the corporate goals and objectives of the Chief Executive Officer of the Corporation, and evaluate the performance of the Chief Executive Officer in light of the approved performance goals and objectives; (b) based on such evaluation, review and recommend to the independent members of the Board the salary and other compensation of the Chief Executive Officer of the Corporation; in determining the long-term incentive component of the Chief Executive Officer's compensation, the Committee may consider the Corporation's performance and relative shareholder return and the value of similar incentive awards granted to chief executive officers of comparable companies and the incentive awards granted to the Chief Executive Officer in past years; (c) review and act upon the recommendations of the Chief Executive Officer of the Corporation concerning salaries and other compensation of all other "officers" of the Corporation, as defined in Rule 16a 1(f) under the Exchange Act ("Section 16 Officers"); and (d) review and act upon the recommendations of the Chief Executive Officer of the Corporation concerning salaries and other compensation of all remaining officers of the Corporation (other than Assistant Corporate Secretaries and Assistant Treasurers) who are not Section 16 Officers; provided, however, that the Committee may, at its discretion and through a formal action of the Committee that is duly noted in a Committee resolution or the Committee's meeting minutes, delegate to the Chief Executive Officer of the Corporation the authority to approve salary and other compensation of officers of the Corporation (except Section 16 Officers) whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer. Approval of compensation also must be consistent with requirements set forth in applicable plan documents.
  9. (a) Annually review and approve the corporate goals and objectives of the Chief Executive Officer (or, if that office is not filled, the functionally equivalent officer(s)) of Pacific Gas and Electric Company, and evaluate the performance of that officer in light of the approved performance goals and objectives; (b) based on such evaluation, review and recommend to the independent members of the Board of Directors of Pacific Gas and Electric Company the salary and other compensation of the Chief Executive Officer (or, if that office is not filled, the functionally equivalent officer(s)) of that company; (c) review and act upon the recommendations of the Chief Executive Officer of the Corporation and the Chief Executive Officer (or, if that office is not filled, the functionally equivalent officer(s)) of Pacific Gas and Electric Company concerning salaries and other compensation of all other Section 16 Officers of Pacific Gas and Electric Company except individuals who are not officers of Pacific Gas and Electric Company; (d) review and act upon the recommendation of the Chief Executive Officer of the Corporation and the Chief Executive Officer (or, if that office is not filled, the functionally equivalent officer(s)) of Pacific Gas and Electric Company concerning salaries and other compensation of all remaining officers of Pacific Gas and Electric Company (other than Assistant Corporate Secretaries and Assistant Treasurers) who are not Section 16 Officers; provided, however, that the Committee may, at its discretion and through a formal action of the Committee that is duly noted in a Committee resolution or the Committee's meeting minutes, delegate to the Chief Executive Officer of the Corporation or the Chief Executive Officer (or, if that office is not filled, the President) of Pacific Gas and Electric Company the authority to approve salary and other compensation of officers of Pacific Gas and Electric Company (except Section 16 Officers) whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the officer to whom such authority is delegated; and (e) perform a similar function with respect to compensation paid to chief executive officers, Section 16 Officers, and other officers of the other subsidiaries with non-employee directors, with similar power of delegation to the Chief Executive Officer of the Corporation. Approval of compensation also must be consistent with requirements set forth in applicable plan documents.
  10. Review and act upon the recommendations of the Chief Executive Officer of the Corporation concerning the salaries and other compensation of the officers of all other subsidiaries (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion and through a formal action of the Committee that is duly noted in a Committee resolution or the Committee's meeting minutes, delegate to the Chief Executive Officer of the Corporation the authority to approve salary and other compensation of officers whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer. Approval of compensation also must be consistent with requirements set forth in applicable plan documents.
  11. (a) Oversee the evaluation of the management of the Corporation; (b) review long-range planning for officer development and succession; and (c) perform a similar function for the Pacific Gas and Electric Company.
  12. Oversee the Corporation's strategy and initiatives in support of diversity and inclusion; and review and discuss with management the on-going progress made on those initiatives.
  13. From time-to-time review reports from management regarding pay equity, diversity reporting, human capital management and succession planning, including from time-to-time reviewing reports and presentations regarding reviews, executive development, staffing, training, performance management, career development and labor and employment matters.
  14. Review and approve any new or materially amended employment, severance, and change-in-control agreements, plans or provisions, and any other compensatory arrangements, as the Committee determines is appropriate with current or prospective officers of the Company.
  15. Review and approve the implementation or revision of any clawback policy allowing the Company to recoup compensation paid to officers and other employees.
  16. Establish and monitor compliance with any stock ownership and holding guidelines of the Company that are applicable to officers or directors.
  17. Establish and periodically review policies in the area of executive perquisites.
  18. Report regularly to the Board and the Board of Directors of Pacific Gas and Electric Company, as appropriate, on the Committee's deliberations and actions taken, and deliberations or actions taken by any formal subcommittees that may be established by the Committee.

 

IV. Committee Resources
The Committee shall have full access to all books, records, facilities and personnel of the Corporation as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder, including human resources or other personnel preparing the Corporation's reports to be filed with the SEC.

 

The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel, or other advisor, and the Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any such compensation consultant, independent legal counsel, or other advisor; provided, however, that before selecting such advisor (other than in-house legal counsel), the Committee must take into consideration all factors relevant to that person's independence from management, including any required factors enumerated in applicable rules promulgated by the SEC, NYSE, and other authorities.

 

The Corporation shall provide appropriate funding, as determined by the Committee, in the Committee's capacity as a committee of the Board of Directors, for payment of reasonable compensation to any such compensation consultants, independent legal counsel, or other advisors retained by the Committee.

 

V. Meetings and Other Duties
The Committee shall fix its own time and place of meetings and shall prescribe its own rules of procedure.

 

The Committee is authorized to establish one or more subcommittees vested with any authority held by the Committee, so long as such subcommittee is comprised solely of one or members of the Committee, and shall establish appropriate charters and procedures for operation of any such subcommittees.

 

The Committee shall conduct an annual performance evaluation of the Committee, and review and reassess the adequacy of this Charter of the Committee at least annually.

 

Unless otherwise designated by the Committee, the Corporate Secretary of the Corporation, or an Assistant Corporate Secretary, shall serve as a secretary to the Committee.