01—Abstract
Summary
Summary of the 8-K filed January 24, 2024. Cited figures are marked; the original filing is the authoritative source.
Public Service Enterprise Group Incorporated (PSEG) filed this Current Report on Form 8-K to disclose the election of Ricardo G.
Pérez as a new member of its Board of Directors, effective January 22, 2024. The Board, acting on the recommendation of its Governance, Nominating and Sustainability Committee, has determined that Mr. Pérez is independent under New York Stock Exchange listing standards and the Securities Exchange Act of 1934. The Board has not yet determined his committee assignments.
He will participate in the company's non-management director compensation plans, as described in the proxy statement filed March 9, 2023. The filing states there are no arrangements or understandings under which he was selected, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. According to the attached press release dated January 24, 2024, Mr. Pérez is a retired energy executive with more than 35 years of industry experience.
He held senior leadership roles at the Tennessee Valley Authority from 2013 to 2017 and served at Westinghouse Electric Company from 1981 to 2013, including as president and chief operating officer from 2010 to 2013. The company said his expertise spans nuclear energy, supply chain management, IT, cybersecurity, physical security and talent development. PSEG's Chair, President and CEO Ralph LaRossa stated that the company believes his perspective will support its path toward a cleaner energy future.
The press release also notes that this is the second new independent director elected within four months and the fifth since the beginning of 2020, which the company describes as part of its commitment to balanced director tenure and experience. The filing does not report any financial results or changes to guidance, so the appointment is primarily a governance and board-composition event.
02—Key points
Key Highlights
- Ricardo G. Pérez was elected to the Board of Directors effective January 22, 2024, upon recommendation of the Governance, Nominating and Sustainability Committee.
- The Board determined Mr. Pérez is an independent director under NYSE listing standards and the Securities Exchange Act of 1934.
- Committee assignments for Mr. Pérez have not yet been determined as of the filing date.
- Mr. Pérez will receive compensation under the company's non-management director plans, as described in the March 9, 2023 proxy statement.
- Mr. Pérez brings more than 35 years of energy industry experience, including senior roles at the Tennessee Valley Authority (2013–2017) and Westinghouse Electric Company (1981–2013), where he served as president and chief operating officer from 2010 to 2013.
- This is the second new independent director elected within four months and the fifth since the beginning of 2020, per the company's press release.
- The filing states there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K and no arrangements under which Mr. Pérez was selected.
03—Questions
Frequently Asked Questions
Who is Ricardo G. Pérez and why was he appointed?
Ricardo (Ric) G. Pérez is a retired energy executive with more than 35 years of industry experience. The company's press release says his background in nuclear energy, supply chain management, IT, cybersecurity, physical security and talent development is valuable to PSEG, and CEO Ralph LaRossa said his perspective will support the company's path to a cleaner energy future.
Is Mr. Pérez considered independent?
Yes. The Board has determined that Mr. Pérez is an independent director within the meaning of the New York Stock Exchange listing standards and the Securities Exchange Act of 1934, as amended.
What committees will Mr. Pérez serve on?
As of the filing date, the Board had not determined the committees to which Mr. Pérez will be appointed.
How will Mr. Pérez be compensated?
Mr. Pérez will participate in the company's compensation plans for non-management directors, as described under 'Proposal 1: Election of Directors—Director Compensation' in the proxy statement filed with the SEC on March 9, 2023.
Are there any related-party transactions or special arrangements tied to this appointment?
The filing states that no arrangement or understanding exists between Mr. Pérez and any other person under which he was selected as a director, and that there are no transactions between the company and Mr. Pérez that would require disclosure under Item 404(a) of Regulation S-K.
04—Continue