NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT OF PSEG

PLEASE VOTE ON THESE ITEMS

To Submit Proposals for the 2025 Annual Meeting

Once again, we are pleased this year to help protect the environment and save costs by using the “Notice and Access” method of delivery of proxy materials. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (Notice), which provides an Internet website address where shareholders can access electronic copies of the proxy materials and vote. The website also has instructions for voting by phone and for requesting paper or e-mail copies of the proxy materials and proxy card.

If your shares are held by a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), including those in the various stockholder and employee plans that we offer, please follow the voting instructions from your bank, broker or plan administrator. For more information, see page 81.

The 2024 Proxy Statement and our 2023 Annual Report to Stockholders are available at pseg.com/annualmeeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 16, 2024.

		Future Electronic Delivery   You can help the environment and us by choosing to receive future proxy statements and related documents such as the Annual Report and Form 10-K by electronic delivery. You may sign up for future electronic delivery at the website below, depending on the nature of your ownership. Please note that these are not the same sites to use for voting. For further information about how to vote, see the Notice of Annual Meeting of Stockholders and page 81.   •   If you are a stockholder of record, please go to proxyconsent.com/peg   •   For shares held in Employee Benefit Plans, please go to proxyconsent.com/peg   •   If your shares are held by a bank or broker, please go to enroll.icsdelivery.com/peg

PSEG 2024 Proxy Statement  i

Table of Contents

ii  PSEG 2024 Proxy Statement

Forward-Looking Statements

Forward-Looking Statements

The statements contained in this Proxy Statement 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. When used herein, the words “anticipate,” “intend,” “estimate,” “believe,” “expect,” “plan,” “should,” “hypothetical,” “potential,” “forecast,” “project,” and variations of such words and similar expressions are intended to identify forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Other 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 2023 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: investor.pseg.com. All of the forward-looking statements made in this Proxy Statement 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 Proxy Statement 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. Information on our website should not be deemed incorporated into, or as a part of, this report.

From time to time, PSEG and Public Service Electric and Gas Company (PSE&G) release important information via postings on their corporate Investor Relations website at investor.pseg.com. Investors and other interested parties are encouraged to visit the Investor Relations website to review new postings. You can sign up for automatic email alerts regarding new postings at the bottom of the webpage at investor.pseg.com or by navigating to the Email Alerts webpage investor.pseg.com/resources/email-alerts/default.aspx. Information on investor.pseg.com and investor.pseg.com/resources/email-alerts/default.aspx is not and shall not be deemed to be incorporated herein and is not part of this Proxy Statement.

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Proxy Statement Summary

PROXY STATEMENT SUMMARY

This summary highlights information that is contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

At the Annual Meeting, you will be asked to vote on the following proposals. It is our recommendation that you vote in favor of all of the following proposals.

Ensuring that our Board has the optimal balance of skills, viewpoints, perspectives, and experiences is a top priority of the Board and the Governance, Nominating and Sustainability Committee (Governance Committee). The nominees for whom you are being asked to vote are a diverse group of highly qualified leaders with a broad range of business, industry, and academic experience, reflecting our commitment to diversity.

For additional information about the diversity, experience, skills, and qualifications of each individual nominee, please see the charts on page 3 and pages 7-9 and biographical data on pages 11-16.

The Board notes with respect and admiration the resignation of Alfred W. Zollar, effective October 24, 2023, after more than 11 years of dedicated service to PSEG. Throughout his time as a member of the Board, Mr. Zollar served PSEG faithfully and with honor. Mr. Zollar’s executive and managerial experience in business development and technology greatly contributed to PSEG’s oversight of operational excellence, customer satisfaction and cybersecurity. He leaves a lasting mark as a respected colleague and will be remembered for his dedication to PSEG’s success.

PSEG 2024 Proxy Statement  1

Proxy Statement Summary

WHAT’S NEW?

This year we have expanded our discussion of the following sections:

OUR DIRECTOR NOMINEES

*A=Audit; G=Governance, Nominating and Sustainability; E=Executive; F=Finance; IO=Industrial Operations; O=Organization and Compensation

*Committee Chair and member positions are indicated as of the date of this Proxy Statement. If elected, the nominees’ positions will change as follows:

Ms. Tomasky, as our independent Lead Director and principal liaison on Board-wide issues between the Chair of the Board and the independent Directors, will no longer have the official designation of member of the Governance, Nominating and Sustainability and Organization and Compensation Committees.

Ms. Sugg will also serve as a member of the Finance Committee and will not serve as a member of the Governance, Nominating and Sustainability Committee.

We anticipate that all Committee Chair terms (with the exception of the Executive Committee Chair) will expire in April 2026 to align each of them with the independent Lead Director’s four-year term.

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Proxy Statement Summary

GOVERNANCE HIGHLIGHTS FOR DIRECTOR NOMINEES

Governance Best Practices

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Proxy Statement Summary

2023 PERFORMANCE SNAPSHOT

The charts below compare the relative contributions to earnings of PSE&G, PSEG Power LLC (PSEG Power or Power) & Other over the past five years and show our earnings growth in those years. Our financial highlights are presented below.

We are a public utility holding company that is predominantly a regulated electric and gas utility and a nuclear generation business. Our business plan focuses on achieving growth by allocating capital primarily toward regulated investments in an effort to continue to improve the sustainability and predictability of our business, while focusing on modernizing our energy infrastructure, improving reliability and resilience, increasing energy efficiency and delivering cleaner energy to meet customer expectations and be well aligned with public policy objectives. You can find a more comprehensive discussion of our 2023 business and financial performance in our 2023 Annual Report on Form 10-K. See Appendix A for a complete list of items excluded from Net Income in the determination of non-GAAP Operating Earnings.

Financial Highlights

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Proxy Statement Summary

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is benchmarked against our peers and helps us recruit and retain top talent. It closely links pay to performance in order to align our leadership team’s interests with stockholders’ interests.

Our independent compensation consultant, Compensation Advisory Partners LLC (CAP), provides executive compensation services to the Board.

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Proxy Statement Summary

Executive Pay Mix

For 2023, the target annual and long-term incentive pay for our CEO and other NEOs as a group was 88% and 74%, respectively, of target Total Direct Compensation.

2023 TARGET COMPENSATION SUMMARY

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Overview of Board Nominees – Diversity of Skills, Qualifications and Experience

OVERVIEW OF BOARD NOMINEES

You are being asked to vote on the election of eleven Directors. Our Corporate Governance Principles place great emphasis on diversity that utilizes a broad meaning to include a balance of factors such as race, ethnicity, gender, background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities, and other traits desirable for achieving an appropriate group of qualified individuals.

Our Governance Committee evaluated the nominees and recommended them to the full Board, which approved their nomination.

Vote required: A director will be elected if the number of shares voted FOR that director exceeds the number of shares voted AGAINST that director, not counting abstentions and votes withheld or for which no instructions are given. See Majority Voting for Election of Directors on page 80.

Diversity of Skills, Qualifications and Experience

* See page 20 for “audit committee financial expert” information as defined under the Sarbanes-Oxley Act of 2002 and the rules of the SEC.

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Overview of Board Nominees – Gender, Racial and Ethnic Diversity

Gender, Racial and Ethnic Diversity

We value diversity of gender, race and ethnicity in our multifaceted Board selection process. Our Board includes:   •   Four women and four racially/ethnically diverse Directors.   •   Our independent Lead Director is a woman.   •   80% of the Governance Committee members are women and/or racially/ethnically diverse.   •   Three out of seven leadership positions (Lead Director or Chair) are women and/or racially/ethnically diverse.
Board Independence   The Board consists of a majority of Independent Directors, as required by our Corporate Governance Principles and the New York Stock Exchange (NYSE). The Corporate Governance Principles define our standards for director independence. The Governance Committee annually assesses the independence of each director and makes recommendations to the Board. For a director to be independent, the Board must affirmatively determine that the director has no material relationship with the Company other than service as a director.

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Overview of Board Nominees – Board Independence

The Board has determined that all of the current Directors and nominees for election are independent except Ralph A. LaRossa, our Chair of the Board, President and CEO. These determinations were based upon the responses submitted by each Director to questionnaires, business records, publicly available information and applicable SEC and NYSE requirements. Other than the payments reported in this Proxy Statement in the Director Compensation Table, none of our Directors have or will receive any compensation or have entered into any golden leash arrangements in connection with their service on our Board.
Board Refreshment and Tenure
Refreshing our Board is important to provide new perspectives and ideas while ensuring sufficient experience and institutional knowledge to help mitigate risk. We replenish needed skills and experience and refresh Board committees through rotation of chairs and memberships. Committee chairs typically serve in that capacity for four years, with the potential for an extension to, for example, align with the independent Lead Director’s term.   Upon election of the nominees at this Annual Meeting, the average tenure of the independent members of our Board for their current term of service will be approximately 4.4 years.   Mandatory Retirement at 75   Our Independent Directors may not serve beyond the Annual Meeting held in the calendar year following the year of their 75th birthday. This allows us to benefit from long-serving directors’ expertise, institutional knowledge, and continuity, while maintaining our ability to refresh our Board through the addition of new members.

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Overview of Board Nominees – Board Membership Selection

Board Membership Selection

The selection of qualified, engaged directors with diverse skills and viewpoints is critical to our success and the long-term interests of our stockholders. The Governance Committee considers the mix of qualifications of Board members, evaluates prospective nominees, and recommends candidates to the Board. The Board’s evaluation is focused on the strategic needs of the Company and the composition of the Board. Our recent director search process included emphasis on the candidates’ business judgment, financial and accounting expertise, ties to our service territory, nuclear experience, diversity characteristics and intellectual curiosity.

Board Selection Criteria and Qualifications

DIVERSITY OF SKILLS, EXPERIENCE, GENDER, RACE AND ETHNICITY. The Governance Committee considers the need for diversity in background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities, gender, race and ethnicity, as well as other traits desirable for an optimal combination of qualified individuals.

TIME TO DEVOTE TO BOARD SERVICE. The Governance Committee also considers the amount of time that a candidate will likely have to devote to the duties required of a director. For more information on the PSEG policy for directors’ outside time commitments, see “Outside Time Commitments” on page 19.

REVIEW OF POTENTIAL CONFLICTS. Prior to a director accepting an invitation to serve as a director of another company, the Governance Committee reviews potential conflicts, including the relevant details of any new position of a director, and determines the continued appropriateness of Board membership.

INDEPENDENCE. A majority of the Board must consist of Independent Directors in accordance with our Corporate Governance Principles and NYSE requirements.

NOMINEES FOR DIRECTOR

Set forth on the following pages is important information about our Director nominees.

		THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES BELOW.

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Biographical Information

PSEG 2024 Proxy Statement  11

Biographical Information

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Biographical Information

PSEG 2024 Proxy Statement  13

Biographical Information

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Biographical Information

PSEG 2024 Proxy Statement  15

Biographical Information

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Corporate Governance – Role of the Board

CORPORATE GOVERNANCE

Role of the Board

PSEG is governed by our Board and its committees that meet throughout the year. The Board is elected by our stockholders and is the ultimate decision-making body of the Company except for the items reserved to stockholders.

The Board provides direction and oversight by:

The Board holds an annual strategy session in addition to its regular meetings, receives regular updates and actively engages in dialogue with our senior management. The Board has full and free access to all members of management and corporate records and may hire its own consultants and advisors as it deems necessary.

Board Leadership Structure

The Board has determined that, at the present time, it is in the best interests of the Company and stockholders for all three positions of Chair of the Board, President, and CEO to be combined under the leadership of Ralph A. LaRossa. The Board believes that Mr. LaRossa possesses the attributes of experience, judgment, vision, managerial skill and overall leadership ability essential for our continued success. The Board also believes that a strong, independent Lead Director, such as Ms. Tomasky, complements the role of the CEO, enhances the significant contributions of our Independent Directors, and promotes confidence in our governance structure.

The Role of Our Lead Director

Our Lead Director is an Independent Director designated annually by the Independent Directors and typically serves in that capacity for four years. The Lead Director’s duties include:

Our Corporate Governance Principles

The Board has adopted and operates under our By-Laws and Corporate Governance Principles. The Corporate Governance Principles provide guidelines for directors and management to effectively pursue and support our business objectives. The Corporate Governance Principles govern our board structure, requirements of our Directors, Board operations and functioning of our Board committees, and are reviewed annually by the Governance Committee, which recommends any changes to the Board. Our By-Laws and Corporate Governance Principles can be found on our website at investor.pseg.com/governance/governance-overview.

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Corporate Governance – Board and Committee Self-Assessment Process

Board and Committee Self-Assessment Process

Our Board and committees each have a robust annual process for self-assessment, as shown below.

2023 Process Enhancements: The Governance Committee added individual director assessments to the Board’s self-assessment process. This enhancement is in addition to last year’s addition of an independent third-party assessment of Board and committee effectiveness to be conducted at least every five years and which was first completed in 2023.

Director Education and Orientation

To assist the Board in understanding the Company and to maintain the necessary knowledge to perform their responsibilities, members of our Board are provided a variety of learning opportunities throughout the year.

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Corporate Governance – Board and Committee Meetings and Attendance

Board and Committee Meetings and Attendance

In 2023, the Board met seven times, including five regular meetings, one strategy session, and one special meeting. The PSE&G Board met six times, including five regular meetings and one strategy session. During 2023, each incumbent Director who served on our Board in that year attended at least 75% of the aggregate number of meetings of the Board and the committees on which the Director served. All of our 2023 nominees for election at the Annual Meeting of Stockholders attended the meeting.

Our Corporate Governance Principles provide that each director is expected to attend all Board meetings, all meetings of committees of which the director is a member, and the Annual Meeting of Stockholders.

Outside Time Commitments

The experience gained through other directorships provides our Board with a breadth of valuable knowledge and insight. At the same time, too many other directorships can interfere with a director’s ability to perform their responsibilities to the Company. Directors must notify the Secretary in the event they intend to join the board of any other entity (e.g., public, private, or not for profit), and the Governance Committee must approve any opportunity for a director to join a public company’s board. As part of the nomination process, the Governance Committee annually reviews all director time commitments, including outside employment, all boards (e.g., public, private, or not for profit), and board leadership positions to determine whether such commitments compromise the director’s effectiveness as a member of the Board. All of our nominees have successfully balanced other demands on their time and attention in meeting their obligations to PSEG.

Our Corporate Governance Principles were amended effective December 19, 2023, to reflect our policy for directors serving on other public company boards, specifically: (1) for directors who are executive officers of any company, a limit of two total public company board memberships (inclusive of PSEG); and (2) for all other directors, a limit of four total public company board memberships (inclusive of PSEG). Board leadership positions and concurrent service on boards of a public company and its wholly owned subsidiary (e.g., PSE&G) do not count towards these numerical limits. All of our Directors are in compliance with these numerical limits on outside public company board memberships.

Board Committees

Our Board has six standing committees: Audit; Executive; Finance; Governance Committee; Industrial Operations (IOC); and Organization and Compensation (O&CC). A description of each committee follows.

Committee assignments and Chairs are regularly reviewed and periodically changed to optimize the talents of our Directors and meet the Company’s evolving needs.

Each committee has open and free access to all Company information, may require any of our officers or employees to furnish it with information, documents or reports, may investigate any matter involving us and has discretion to hire outside resources. Each committee, other than the Executive Committee, has a charter that defines its roles and responsibilities and annually conducts a performance evaluation of its activities, a review of its charter, and a review to determine if it met its charter obligations during the preceding calendar year.

The Executive Committee consists of the Chair of the Board, the Lead Director, and at least one additional Independent Director. The authority of the Executive Committee is set forth in our By-Laws. Except as otherwise provided by law, the Executive Committee has and may exercise all the authority of the Board when the Board is not in session. This committee meets only if it is impracticable to convene the full Board. The committee charters and our By-Laws are posted on our website: corporate.pseg.com/aboutpseg/leadershipandgovernance/boardofdirectors/committeedescriptions.

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Corporate Governance – Board Committees

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Corporate Governance – Board Committees

PSEG 2024 Proxy Statement  21

Corporate Governance – Board Committees

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Corporate Governance – Integrated Approach to Shareholder Engagement

Integrated Approach to Shareholder Engagement

The Board and management conduct engagement efforts throughout the year in an integrated approach, including through investor conferences, analyst meetings, and one-on-one discussions. Understanding the issues that are important to our shareholders is critical for our accountability. We have robust conversations on topics such as business strategy, corporate governance, executive compensation, risk management, human capital management and sustainability.

Our Board routinely reviews and improves our practices and disclosures in a manner that best supports our business and our culture taking into account feedback from shareholder engagement.

In response to shareholder guidance, the Board adopted an amendment to the Corporate Governance Principles to incorporate a policy for directors’ outside time commitments. For more information see “Outside Time Commitments” on page 19. Also, in response to shareholder interest, this year’s proxy again includes the management proposal for the removal of supermajority requirements from our governing documents that received majority vote at the 2023 Annual Shareholder Meeting but did not receive the requisite 80% supermajority vote (see Proposal 3 on page 73).

Shareholder Outreach and Engagement

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Corporate Governance – Board and Committee Oversight of Risk Management

Board and Committee Oversight of Risk Management

The objective of PSEG’s risk management program is to support the achievement of growth and business objectives within acceptable risk levels. An important aspect of the program is promoting a risk-aware culture where all employees have a responsibility for identifying and communicating risks, and where there is clear accountability for risk mitigation.

The Board has ultimate responsibility for the oversight of risk management at PSEG, overseeing the Company’s risk management program and reviewing the most significant risks facing the Company.

The Board interacts with senior management regarding the assessment and mitigation of the most significant risks facing the Company, across a range of categories that includes strategic, financial, operational, climate and environmental, human capital management, health and safety, cybersecurity, legal, compliance, and reputational risks.

The Governance Committee regularly reviews key enterprise risks and recommends to the Board the mapping of each risk to an appropriate committee or the full Board, in accordance with the allocation of risk categories reflected in the charter of each committee.

		•  Senior officer interaction   •  ERM Program’s annual risk assessment, deep dive reviews and regular risk updates				•  Reporting on risks by SVP – Audit, Enterprise Risk and Compliance, CISO and CIDO, among others
Senior Management / Risk Management Committee
Lines of Business / Functional Areas

The Board’s oversight of risk management is supported by the Risk Management Committee, which consists of senior executives, and by the Enterprise Risk Management (ERM) team, led by PSEG’s SVP – Audit, Enterprise Risk and Compliance in collaboration with other assurance functions and management committees and councils, such as the Cybersecurity Council. At least annually, the Governance Committee and Audit Committee are briefed on enterprise-level risks and emerging risks. Throughout the year, the Board and each committee provide ongoing oversight of key enterprise risks through deep-dive risk reviews and updates presented by representatives of the relevant line of business and functional areas. The risk reviews include analyses of underlying risk causes, as well as reviews of current risk mitigation and response activities. The committees report out to the Board regarding their risk reviews and elevate risk issues to the Board as appropriate. Management integrates risk assessment and mitigation into business decisions and planning and escalates issues to the committees and Board as appropriate.

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Corporate Governance – Board Oversight of Cybersecurity

Board Oversight of Cybersecurity

In an effort to reduce the likelihood and severity of cybersecurity incidents, we have established a comprehensive cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our technology systems. The Board, its Governance Committee, IOC, and Audit Committee, and senior management receive frequent reports on such topics as personnel and resources to monitor and address cybersecurity threats, technological advances in cybersecurity protection, rapidly evolving cybersecurity threats that may affect us and our industry, cybersecurity incident response and applicable cybersecurity laws, regulations and standards, as well as collaboration mechanisms with intelligence and enforcement agencies and industry groups, to assure timely threat awareness and response coordination. In addition, risks associated with cybersecurity incidents, or potential incidents, are escalated by senior management promptly to the Board outside of regularly scheduled meetings, if and as appropriate.

Our cybersecurity program is focused on the following areas:

Governance:

Risk Management and Strategy:

Training and Awareness: Providing annual cybersecurity training for all personnel with network access, as well as additional education for personnel with access to industrial control systems or customer information systems; and conducting phishing exercises with progressive consequences for failures. Employees also receive periodic cybersecurity awareness messages and each October, are invited to presentations throughout the month from internal and external cyber experts covering diverse cyber topics.

Technical Safeguards: Managing controls to protect our network perimeter, internal Information Technology (IT) and Operational Technology (OT) environments, such as internal and external firewalls, network intrusion detection and prevention, penetration testing, vulnerability assessments, threat intelligence, anti-malware and access controls.

Third Party Service Provider Management: Maintaining a risk-based vendor management program, including the development of robust security contractual provisions, vendor security assessments and, if appropriate, periodic audits.

Incident Response Plan: Maintaining and updating a cyber incident response plan that addresses the life cycle of a cybersecurity incident from a technical perspective (i.e., detection, response, and recovery), as well as data breach response (with a focus on external communication and legal compliance); and conducting regular tabletop exercises to test plan effectiveness (both internally and through external exercises).

Mobile Security: Maintaining controls to prevent loss of data through mobile device channels.

Ongoing Assessment: The Cybersecurity Risk and Compliance team, led by the Managing Director, CISO, and reporting up to the CIDO is staffed with cyber professionals tasked with the day-to-day responsibility of assessing material risks from cybersecurity threats.

Engagement of Third Parties: Engaging third parties, such as security service providers, risk management firms and external legal counsels to assess material risks from cybersecurity threats and report on our internal incident response preparedness and cyber posture, support incident response, conduct tabletop exercises, and comply with applicable laws and regulations.

Physical Security: Maintaining physical security measures to protect its OT systems, consistent with a defense in depth and risk-tiered approach. Such physical security measures may include access control systems, video surveillance, around-the-clock command center monitoring, and physical barriers (such as fencing, walls, and bollards). Additional features of PSEG’s physical security program include threat intelligence, insider threat mitigation, background checks, a threat level advisory system, a business interruption management model, and active coordination with federal, state, and local law enforcement officials.

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Corporate Governance – Our Approach to Sustainability

Our Approach to Sustainability

We recognize that responsible business practices and sustainability are critical to achieving our vision and meeting stakeholder needs. Sustainability factors into our business strategy. We aim to integrate efforts to lower emissions, protect the environment, care for our workforce, and support our communities. Our business strategy reflects not only how the effects of climate change might impact PSEG and our investors, but also how our business operations can positively impact the communities where we operate and the world we live. In the last decade, we have strengthened our governance, proactively decarbonized our operations, and embraced new opportunities, allowing us to adapt to the increasing social and environmental needs of our business.

The Board’s Governance Committee has the mandated responsibility for overseeing sustainability and climate strategy. The full Board plays a proactive role in understanding how each business area incorporates sustainability and corporate citizenship into the Company’s strategy.

Our Sustainable Priorities

We remain guided by our vision to power a future where people use less energy, and it’s cleaner, safer and delivered more reliably than ever. Our investments remain focused on carbon-free energy and in building the infrastructure needed to help New Jersey meet its long-term clean energy goals.

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Corporate Governance – Our Social Priorities

Our Social Priorities

Our corporate citizenship priorities of environmental sustainability, social justice and equity focus on creating a positive impact on the communities we serve. Through strategic partnerships and activities, charitable giving and in-kind donations, and a robust employee giving program, we have built a strong framework of holistic and purpose-driven investments in our diverse communities.

Corporate Social Responsibility: Our corporate giving aims to distinguish ourselves as a corporation that cares for the environment, social and economic empowerment of the communities it serves and in which employees live or work. This is accomplished through community engagement with non-profit partners and strategic investment that are aligned with corporate goals. We support organizations, such as NJ SHARES, the Food Bank of South Jersey and the Community Food Bank of New Jersey that assist the communities we serve through education and resources. In 2023, through corporate giving we funded over $4 million to organizations that allowed our leaders and employees to deepen our engagement with our communities.

The PSEG Foundation: The PSEG Foundation is a separate 501(c)(3) entity that is supported and fully funded by PSEG. Through strategic partnerships, the PSEG Foundation aims to support initiatives that drive toward achieving tangible, lasting results and constantly evolve to bring innovative solutions to the social challenges facing our world. In 2023, the PSEG Foundation awarded over $8 million to organizations aligned with these priorities and nearly $130 million over the past 25 years. This support includes grants through various programs including strategic partnerships, the Neighborhood Partners Program, and a robust employee-matching gift and volunteer grant program to help organizations that support thousands of individuals and families across the region.

Our overarching pillars of environmental sustainability, social justice, equity, and economic empowerment focus on addressing the inequities and inequalities in under-recognized communities, through partnerships with organizations like the New Jersey Institute for Social Justice. The PSEG Foundation also supports programs such as the Center for Aquatic Sciences’ Community and Urban Science Enrichment (CAUSE) Program that seeks to remove barriers for the underrepresented to access quality education, providing exposure and pipelines to careers in Science, Technology, Engineering and Math (STEM) for an equitable, economic future. CAUSE provides Camden students the chance to learn about aquatic animals and habitats while building employable job skills, receiving mentoring from industry professionals, and serving as mentors to peers.

PSEG also maintains an Employee Crisis Fund to provide a source of relief to employees who are facing financial hardship due to their own or their immediate family member’s catastrophic event, life threatening illness or injury.

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Corporate Governance – Our Social Priorities

Human Capital Management: Our People

Our human capital management strategy is integrated with our overall business strategy. Relying on our core commitments and strong culture of inclusion, we are reimagining ways to attract, develop and retain a high performing, diverse workforce – one with the skillsets to succeed in a rapidly evolving environment.

2023 WORKFORCE AT A GLANCE

*Data reflected above are active-regular employees as of 12/31/2023. All numbers shown are rounded.

Labor Relations

Over 60 percent of our workforce is represented by six unions under various collective bargaining agreements that cover wages, benefits and other terms and conditions of employment. In 2023, we negotiated new agreements with all six of our unions in advance of contract expiration. These agreements contain four-year terms, expiring in 2027, and support our strategic objectives and business goals.

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Corporate Governance – Our Social Priorities

Our Culture

Our Core Commitments guide us in important aspects of our human capital management strategy, including recruitment, employee development, retention, performance, and safety. To determine if we are being responsive to the needs of our employees, we routinely assess the impact of our initiatives by soliciting employee feedback through focus groups, listening sessions, pulse surveys, and a biennial employee engagement survey.

We believe in treating people with dignity and respect, protecting each of our fundamental human rights, and we strive to maintain the high standards of ethical conduct on which our business and reputation have been built.

Health, Safety and Well-Being

At PSEG, we value the health, safety and security of our workforce, customers and communities. The safety and security of our employees and the public is integrated into our culture and business operations. We use self-assessments, third-party audits and benchmarking activities to measure and inform our policies and practices. We take measures to provide employees and contractors with proper knowledge, training and protective equipment to maintain their health and safety and to mitigate workplace risks. Everyone is empowered and encouraged to question, stop and correct any unsafe act or condition and provide feedback on safety and security matters.

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Corporate Governance – Our Social Priorities

We continue to build on existing programs and launched new initiatives in 2023 such as the Let’s Talk! DEI Podcast to reach a broader audience on topics such as the dynamics of multiple generations in the workplace. We also launched Culture Conversations, live small group sessions on topics like conflict de-escalation, power dynamics, and microaggressions.

To support our stakeholders, we have programs in place to work with certified minority, women, veteran and service-disabled veteran-owned businesses, as well as LGBTQ+ owned businesses. As part of the PSEG-sponsored Clean Energy Jobs Program, we partnered with the Statewide Hispanic Chamber of Commerce and the African American Chamber of Commerce to hold master classes and provide one-on-one coaching to diverse segments of small business owners in New Jersey. The goal was to help small business enterprise owners and their organizations become Minority- and/or Women- and/or Veteran- owned Business Enterprise certified, while also gaining an understanding of the PSEG procurement process. In 2023, more than 100 organizations successfully completed the master class.

Talent Attraction

Our Talent Acquisition strategy is focused on hiring a diverse, high performing workforce to meet our business objectives, including the critical skilled trade roles needed to provide energy that is cleaner, safer and delivered more reliably than ever. We have a comprehensive sourcing strategy to meet our hiring needs. This includes partnering with community and nonprofit organizations, trade schools, colleges (including Historically Black Colleges and Universities and Hispanic-Serving Institutions), county workforce development boards, and other non-profit partners.

Talent Development

We value growth and development of our employees’ skills, abilities and talents across the organization and have learning opportunities available to all employees.

We conduct talent reviews and succession planning for senior and critical positions to ensure effective workforce planning. We use tailored development opportunities, in-role and high potential cohort programs and other tools to build a strong internal pipeline of high performing employees ready to take the next step in their careers. We continue to focus on hiring ahead of attrition and upskilling our skilled trade roles to adapt to evolving technologies and digital advancements.

Talent development highlights for 2023 include:

Knowledge Transfer and Retention (KT&R) Toolkit: Introduced KT&R toolkit for all people managers assisting in the effective transfer and retention of critical knowledge when the employee is switching roles or exiting the organization.

Leadership Development Offerings: Developed leadership programs for front-line people leaders and introduced the Emerging Leader program designed for employees with strong leadership potential to further develop their operational, financial, innovation and leadership skills.

Mentoring and Professional Coaching: Provided confidential coaching and formal and informal mentoring opportunities through EBRG-sponsored programs, reverse mentoring, and mentoring circles to help employees navigate personal and professional growth and development.

Technical Training: Provided technical classroom and on-the-job training for craft employees including computer based, instructor - led virtual training, and self-guided e-learning, as well as hands-on skill instruction, exercises, and evaluations.

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Corporate Governance – Our Social Priorities

Total Rewards Program

We support the wellbeing of our employees through a comprehensive total rewards program. We provide competitive compensation to our workforce and a benefits program that is designed to support mental and physical health as well as emotional and financial wellness. In 2023, we offered various informative webinars and workshops that highlighted the significance of mental wellness and available resources. Additionally, we performed a total rewards study, which included a comprehensive evaluation of our performance management process and compensation structure and design as well as a pay fairness review.

Eligibility for benefits is based on established criteria.

Our Governance Priorities

Sound corporate governance is integral to the results and progress we achieve. We are guided by a code of conduct and integrity that emphasizes high ethical standards, accountability, and transparency. Governance is a top priority and includes a focus on enterprise risk management (see p. 24), cybersecurity (see p. 25), political contributions (see p. 31) and executive compensation (see p. 41). Our Board exercises oversight, supported by each committee, as reflected in their charters.

Sound corporate governance starts from the top where we strive to balance the right mix of Board diversity characteristics (including skills, backgrounds, gender, racial and ethnic diversity) that will enable us to achieve our strategic goals. Our Board is continuously refreshed and we had five new Independent Directors join our Board since the beginning of 2020. For more information, see pages 7-10.

Our ESG goals are also linked to executive compensation. Compensation scorecards reflect key ESG goals including DEI, climate and sustainability. For more information, see page 48.

Oversight of Political Contributions and Engagement Activities

The Company takes an active role in the political process by communicating with government agencies and officials, participating in trade associations and other tax-exempt organizations, making political contributions and expenditures, and engaging in other activities to advance the interests of PSEG and its stakeholders. Our goals are to contribute constructively to the formulation of public policy and develop relationships of mutual trust with public officials, regulators, customers, community and non-governmental organization leaders, industry and business colleagues, shareholders, and other important stakeholders. Our political spending is guided by these goals as well as our vision of a future where people use less energy, and the energy they use is cleaner, safer, and delivered more reliably than ever.

The Governance Committee oversees our political activities in accordance with our Corporate Political Participation Practice (Practice), which the Governance Committee reviews annually and may be found here: investor.pseg.com/sustainability/governance-overview/default.aspx. The Practice includes guidance on the following: employee interactions with government officials and agencies; political contributions and expenditures; and hiring candidates and/or suppliers with connections to political figures. The Practice incorporates several controls to ensure that our political activities adhere to applicable legal requirements as well as to our Company’s high ethical

PSEG 2024 Proxy Statement  31

Corporate Governance – Our Governance Priorities

standards. Our controls, in this regard, have earned the Company the top recognition of “Trendsetter” on the 2023 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, which was achieved by only 100 companies of the S&P 500 in 2023.

By way of example, our Practice includes controls around corporate contributions to social welfare organizations (501(c)(4)). All corporate contributions to such entities must be approved by the SVP – Corporate Citizenship and the EVP and General Counsel and undergo a robust review to confirm such a contribution will not result in unreasonably adverse reputational or business risk. Within one business day of approving any 501(c)(4) contribution in excess of $250,000, the SVP - Corporate Citizenship must notify the Governance Committee of such approval, including the rationale for the contribution and its intended purpose. For any contribution under $250,000, the Governance Committee is notified at its next regularly scheduled meeting.

Transparent Political Contributions

Annually, we publish a report that includes our corporate contributions to candidates, trade associations and other political and social welfare organizations. With regard to trade associations, we request that trade associations to which we paid total annual payments of $50,000 or more identify the portion of dues or payments received from PSEG that were used for expenditures or contributions that, if made directly by PSEG, would not have been deductible under Section 162(e)(1)(B) of the Internal Revenue Code (IRC). The report is available here: investor.pseg.com/sustainability/governance-overview/default.aspx

What We Expect of Our Employees, Officers and Directors

We have a long-established corporate culture of emphasizing integrity, honesty, and the highest ethical standards, and require all to remain in compliance with our Standards of Conduct. Our SVP, Audit, Enterprise Risk and Compliance has overall responsibility for administering the Standards of Conduct under the oversight of the Audit Committee.

The Standards of Conduct are posted on our website at: corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct

Our Standards of Conduct:

We require every available employee to complete annual training on the Standards of Conduct.

We commit to post on our website:

In 2023, we did not grant any waivers to the Standards of Conduct.

Our Standards of Conduct, Compliance Program, Related Person Transactions Practice and Conflicts of Interest Practice described below, establish clear policies and procedures regarding personal and business conduct. Our written management practices provide that any capital investment with a non-PSEG entity or its affiliate, for which one of our Directors or officers serves as a director or executive officer, must be approved by our Board. These are our only written policies and procedures regarding the review, approval or ratification of transactions with related persons.

32  PSEG 2024 Proxy Statement

Corporate Governance – Certain Relationships and Related Person Transactions

Certain Relationships and Related Person Transactions

Under our Related Person Transactions Practice, which is administered by the Governance Committee, Directors and executive officers must report any potential related person transactions.

For purposes of our Related Person Transactions Practice, a related person transaction includes transactions in which PSEG is a participant, the amount involved exceeds $120,000, and a “related person” has or will have a direct or indirect interest. Related persons of PSEG consist of directors (including director nominees), executive officers, stockholders beneficially owning more than 5% of PSEG’s voting securities, and the immediate family members of these individuals.

The Governance Committee reviews the facts and circumstances of each transaction and approves or ratifies related person transactions that it determines are in the best interests of PSEG and its stockholders. The Governance Committee’s consideration includes:

Christopher LaRossa, brother of Ralph A. LaRossa, Chair of the Board, President and CEO of PSEG, is an employee of, and receives compensation from, PSE&G. During 2023, Christopher LaRossa served and currently serves as District Manager – Regulatory Policy and Procedure. The approximate total compensation paid to Christopher LaRossa during 2023 was within the range set for employees with comparable qualifications and responsibilities who held similar positions at the Company (salary of $121,300-$242,600 plus incentive compensation targeted at 20% of salary). He also received health and welfare benefits available to all other employees in a similar position. His compensation was determined in accordance with our compensation practices applicable to employees who hold similar positions. Ralph A. LaRossa did not and does not have any direct responsibility for directing or reviewing his brother’s work or any influence over his brother’s compensation or the other terms of his employment.

The Governance Committee reviewed the transaction referenced above and determined that it is in the best interest of PSEG and its stockholders. We do not have any other related person transactions that meet the requirements for disclosure in this Proxy Statement.

Conflicts of Interest

The Corporate Governance Principles provide that a director must notify the Governance Committee if the director encounters a conflict of interest or proposes to accept a position with a new entity so that potential conflicts of interest may be reviewed. Our Standards of Conduct apply to all employees and directors and cover situations where individual interests are or could be at odds or in conflict with PSEG’s interests. These situations are required to be reported to our Office of Ethics and Compliance, which may conduct an investigation or take action it deems appropriate. Similarly, PSEG’s Supplier Code of Conduct applies to suppliers performing work for the Company, and requires that suppliers promptly disclose any real or perceived conflicts of interest to their company’s management and their PSEG representative, and/or the PSEG Office of Ethics and Compliance.

PSEG 2024 Proxy Statement  33

Security Ownership Table

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to the beneficial ownership of our common stock as of February 16, 2024, by our named executive officers, our current Directors and nominees, and all of our executive officers and Directors as a group. The table also shows as of February 16, 2024, beneficial ownership in shares by any person or group known to us to be the beneficial owner of more than five percent of our common stock. According to the Schedule 13G filed by each owner with the SEC, these securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the Company.