Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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23: R2 Condensed Consolidated Statements of Income HTML 117K
24: R3 Condensed Consolidated Statements of Comprehensive HTML 54K
Income
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Income (Parenthetical)
26: R5 Condensed Consolidated Balance Sheets HTML 214K
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30: R9 Condensed Consolidated Statements of Equity HTML 71K
31: R10 Organization and Basis of Presentation HTML 35K
32: R11 Bankruptcy Filing HTML 61K
33: R12 Summary of Significant Accounting Policies HTML 138K
34: R13 Regulatory Assets, Liabilities, and Balancing HTML 103K
Accounts
35: R14 Debt HTML 54K
36: R15 Equity HTML 37K
37: R16 Earnings Per Share HTML 42K
38: R17 Derivatives HTML 76K
39: R18 Fair Value Measurements HTML 237K
40: R19 Wildfire-Related Contingencies HTML 218K
41: R20 Other Contingencies and Commitments HTML 218K
42: R21 Summary of Significant Accounting Policies HTML 96K
(Policies)
43: R22 Bankruptcy Filing (Tables) HTML 52K
44: R23 Summary of Significant Accounting Policies HTML 114K
(Tables)
45: R24 Regulatory Assets, Liabilities, and Balancing HTML 107K
Accounts (Tables)
46: R25 Debt (Tables) HTML 51K
47: R26 Earnings Per Share (Tables) HTML 42K
48: R27 Derivatives (Tables) HTML 105K
49: R28 Fair Value Measurements (Tables) HTML 239K
50: R29 Wildfire-Related Contingencies (Tables) HTML 44K
51: R30 Other Contingencies and Commitments (Tables) HTML 61K
52: R31 Organization and Basis of Presentation (Details) HTML 32K
53: R32 Bankruptcy Filing (Chapter 11 Claims Process) HTML 37K
(Details)
54: R33 Bankruptcy Filing (Reorganization Items, Net) HTML 35K
(Details)
55: R34 Bankruptcy Filing (Schedule of Debtor HTML 48K
Reorganization Items) (Details)
56: R35 Summary of Significant Accounting Policies HTML 41K
(Variable Interest Entities) (Details)
57: R36 Summary of Significant Accounting Policies HTML 59K
(Components of Net Periodic Benefit Cost)
(Details)
58: R37 Summary of Significant Accounting Policies HTML 79K
(Reclassifications Out of Accumulated Other
Comprehensive Income) (Details)
59: R38 Summary of Significant Accounting Policies HTML 70K
(Revenues Disaggregated by Type of Customer)
(Details)
60: R39 Summary of Significant Accounting Policies HTML 86K
(Wildfire Fund) (Details)
61: R40 Summary of Significant Accounting Policies (Credit HTML 38K
Losses) (Details)
62: R41 Summary of Significant Accounting Policies (Sale HTML 54K
of Transmission Tower Wireless Licenses) (Details)
63: R42 Regulatory Assets, Liabilities, and Balancing HTML 85K
Accounts (Long-Term Regulatory Assets) (Details)
64: R43 Regulatory Assets, Liabilities, and Balancing HTML 51K
Accounts (Long-Term Regulatory Liabilities)
(Details)
65: R44 Regulatory Assets, Liabilities, and Balancing HTML 70K
Accounts (Current Regulatory Balancing Accounts,
Net) (Details)
66: R45 Debt (Credit Facility) (Details) HTML 63K
67: R46 Debt (Narrative) (Details) HTML 57K
68: R47 Equity (Ownership Restrictions in PG&E HTML 34K
Corporation?s Amended Articles) (Details)
69: R48 Earnings Per Share (Details) HTML 52K
70: R49 Derivatives (Volumes of Outstanding Derivative HTML 42K
Contracts, in Megawatt Hours Unless Otherwise
Specified) (Details)
71: R50 Derivatives (Outstanding Derivative Balances) HTML 63K
(Details)
72: R51 Fair Value Measurements (Assets and Liabilities HTML 117K
Measured at Fair Value on a Recurring Basis)
(Details)
73: R52 Fair Value Measurements (Level 3 Measurements and HTML 53K
Sensitivity Analysis) (Details)
74: R53 Fair Value Measurements (Level 3 Reconciliation) HTML 39K
(Details)
75: R54 Fair Value Measurements (Carrying Amount and Fair HTML 41K
Value of Financial Instruments) (Details)
76: R55 Fair Value Measurements (Schedule of Unrealized HTML 51K
Gains (Losses) Related to Available-for-Sale
Investments) (Details)
77: R56 Fair Value Measurements (Schedule of Maturities on HTML 47K
Debt Securities) (Details)
78: R57 Fair Value Measurements (Schedule of Activity for HTML 36K
Debt and Equity Securities) (Details)
79: R58 Wildfire- Related Contingencies (Restructuring HTML 60K
Support Agreement) (Details)
80: R59 Wildfire-Related Contingencies (2019 Kincade Fire HTML 119K
and 2020 Zogg Fire) (Details)
81: R60 Wildfire-Related Contingencies (Insurance) HTML 57K
(Details)
82: R61 Wildfire-Related Contingencies (Insurance HTML 44K
Receivable) (Details)
83: R62 Wildfire-Related Contingencies (Regulatory HTML 37K
Recovery) (Details)
84: R63 Wildfire-Related Contingencies (Wildfire-Related HTML 41K
Derivative Litigation) (Details)
85: R64 Wildfire-Related Contingencies (Wildfire-Related HTML 44K
Securities Class Action Litigation) (Details)
86: R65 Wildfire-Related Contingencies (De-energization HTML 34K
Class Action) (Details)
87: R66 Wildfire-Related Contingencies (District Attorneys HTML 36K
Offices Investigations) (Details)
88: R67 Wildfire-Related Contingencies (Wildfire Fund) HTML 42K
(Details)
89: R68 Other Contingencies and Commitments (Order HTML 56K
Instituting Investigation Narrative) (Details)
90: R69 Other Contingencies and Commitments (Order HTML 55K
Instituting Investigation Legal Obligation)
(Details)
91: R70 Other Contingencies and Commitments (Transmission HTML 52K
Owner Rate) (Details)
92: R71 Other Contingencies and Commitments (Interim Rate HTML 71K
Relief Subject to Refund) (Details)
93: R72 Other Contingencies and Commitments (Other HTML 31K
Matters) (Details)
94: R73 Other Contingencies and Commitments (PSPS Class HTML 36K
Action) (Details)
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Expenditures) (Details)
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Complex Fire Notice of Violations) (Details)
97: R76 Other Contingencies and Commitments (Environmental HTML 41K
Remediation Contingencies Liability) (Details)
98: R77 Other Contingencies and Commitments (Environmental HTML 32K
Remediation Contingencies Narrative) (Details)
99: R78 Other Contingencies and Commitments (Station HTML 47K
Sites, Gas Plants, Generation Facilities and
Disposal Sites) (Details)
100: R79 Other Contingencies and Commitments (Nuclear HTML 60K
Insurance and Diablo Canyon Outages) (Details)
101: R80 Other Contingencies and Commitments (Purchase HTML 31K
Commitments) (Details)
102: R81 Other Contingencies and Commitments (Oakland HTML 38K
Headquarters Lease) (Details)
104: XML IDEA XML File -- Filing Summary XML 192K
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We
are thrilled to extend a contingent offer of employment for the position of Executive Vice President and Chief Customer Officer reporting to Patti Poppe, PG&E Corporation Chief Executive Officer. This offer is subject to board approval of your election to Executive Vice President.
Your total annual compensation package will consist of the following:
1.An annual base salary of $825,000 ($68,750 month) subject to ordinary withholdings.
2.A one-time new hire award of $3,800,000 in Restricted Stock Units (RSUs) that vest pro rata, one-half per year on each of the first two anniversaries of the grant date. The grant date of your RSU award will be the later of your hire date or the date
the award is approved by the Compensation Committee of the PG&E Corporation board, or, if your grant date otherwise would occur during a “trading blackout” period, the first business day after the trading blackout ends. The initial value of your award is used to determine the number of RSUs you receive on the grant date. The ultimate value that you realize will depend on your employment status and the performance of PG&E Corporation common stock. This award is designed to replace certain awards of your previous employer that you forfeited; to the extent you receive those awards from your previous employer, you hereby agree to reduce this grant by a corresponding amount. These RSUs will have termination provisions similar to those approved for employees in general. We want to point out that should you voluntarily resign your employment with Pacific Gas and Electric Company or PG&E Corporation (together, PG&E) within two (2) years of the grant date
of this one-time new hire award, you will forfeit any unvested RSUs thereunder as of your resignation date. Should PG&E terminate your employment for reasons other than “for cause,” the meaning of “for cause” as defined in Section 2 of the PG&E Corporation Officer Severance Policy (“Severance Policy”), any continued vesting of RSUs will be determined pursuant to the terms of the Severance Policy. You will receive additional details on the award when it is granted.
3.A one-time cash bonus of $900,000, subject to applicable withholdings, payable on your second regular monthly paycheck. Should you voluntarily resign your PG&E employment within two (2) years of your first day of employment, you agree to repay this cash bonus on a pro rata basis net of taxes (after giving effect to any deductions or claims arising from such repayment). This
cash bonus will be subject to any PG&E clawback policy, as may be in effect from time to time, only to the extent the events giving rise to such forfeiture or clawback occurred after your start date.
4.Participation in the Pacific Gas and Electric Company Short-Term Incentive Plan (STIP) with an initial target participation rate of 90% of your eligible earnings (i.e., base salary) received during each plan year. The STIP is an at-risk component of pay that rewards employees annually and is tied to company and individual performance. The STIP design for 2021 has been proposed and is awaiting final approval. STIP awards are completely discretionary and not guaranteed. The PG&E Corporation Compensation Committee retains full discretion with respect to awarding STIP payments.
5.Participation
in the PG&E Corporation Long-Term Incentive Plan (LTIP) with an initial target award of $2,600,000 for 2021. LTIP awards typically are granted in March of each year; if your start date is after the regular annual awards are granted, the grant date of your 2021 award will be the later of your start date or the first business day after any then-effective trading blackout ends. The LTIP design for
2021 has been proposed and is awaiting final approval. The Compensation Committee retains full discretion with respect to the approval of LTIP award form, amounts and terms.
6.Participation in the PG&E Corporation Retirement Savings Plan (RSP), a
401(k) savings plan. You will be eligible to contribute as much as 50% of your salary on either a pre-tax or after-tax basis. We will match contributions up to 8% of your salary at 75 cents on each dollar contributed. All RSP contributions are subject to applicable legal limits.
7.Participation in the PG&E Corporation Supplemental Retirement Savings Plan (SRSP), a non-qualified, deferred compensation plan. You may elect to defer payment of some of your compensation on a pre-tax basis, subject to IRS and other legal restrictions. Additionally, we will provide you with the full matching contributions that cannot be provided through the RSP due to legal limitations imposed on highly-compensated employees.
8.Subsidized financial planning services through AYCO, a
Goldman Sachs company, including financial planning, asset management, and tax services. The PG&E subsidy is equal to 40% of your total cost.
9.Conditioned upon meeting plan requirements, retirement benefits under PG&E’s qualified and non-qualified pension, post-retirement life insurance, and retiree medical plans.
The qualified pension is subject to income limitations set by the IRS each year—your base pay up to that limit will be used to determine your qualified pension benefit. Your compensation over the IRS limit will be used to determine your benefit under the supplemental pension plan for officers, the Defined-Contribution Supplemental Executive Retirement Plan (DC-ESRP), which includes both base pay and STIP earnings. You will not participate in the supplemental pension
plan for non-officer employees, the Retirement Excess Plan, which uses a different methodology to calculate supplemental pension benefits (including only base pay, not STIP earnings).
10.An initial annual vacation allotment of four weeks, subject to future increases based on length of service. For your first year, the vacation allotment will be pro-rated based on your date of hire. In addition, PG&E recognizes ten paid company holidays and provides three floating holidays and two weeks of sick leave immediately upon hire.
11.An initial annual perquisite allowance of $25,000, subject to ordinary withholdings, normally included on your March paycheck. Should your start date be after March 1, the allowance will be provided on your second payroll check.
12.Participation
in PG&E’s health benefits program, which permits you to select coverage tailored to your personal needs and circumstances. Information and instructions on how to enroll in health plan benefits will be provided to you within your first ten days of employment. The benefits options you choose will be effective retroactively to your date of hire. You will have 31 days from your start date to make health and welfare benefit choices that best fit your needs.
13.A health and fitness assessment program designed to promote a healthy lifestyle. The program focuses on early detection through annual comprehensive health assessments, and lifestyle enhancement for optimum health and longevity.
14.A comprehensive relocation package, the major components of which include reimbursement
of home purchase closing costs, the move of your household goods, temporary corporate housing, and a $7,000 relocation expense allowance.
Altair, our relocation vendor partner, will contact you no later than 30 days before your start date to thoroughly review the relocation program with you. They will provide you with the details of the program and partner with you throughout the entire relocation process. If you receive no call from Altair, please email Relocation Services at RelocationServices@pge.com. Should you voluntarily resign from PG&E within two years of your start date, you will be obligated to repay a pro-rated
amount
of the cost of the relocation package, based on your resignation date. You will be required to sign an agreement detailing the terms and conditions of the relocation program.
The general overall terms of PG&E’s compensation and benefit programs (including but not limited to STIP, LTIP, perquisite allowance, qualified and supplemental pension, time off, and healthcare offerings) are subject to change over time. No portion of this letter is intended to indicate a guarantee of the terms and conditions of such programs existing at the time of this offer.
You will be an employee at will, meaning PG&E can terminate your employment at any time, with or without cause and with or without notice. In the event you are terminated without cause, you will be eligible for benefits under the PG&E Corporation Officer Severance Policy, including pro-rata
STIP for partial-year service over six months as noted in such policy.
The offer is contingent on your passing a comprehensive background verification and a standard drug analysis test. We will also verify your eligibility to work in the United States based on applicable immigration laws.
We look forward to you joining our executive team.
