UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Amendment No. 1))

PG&E CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

10:00 a.m., Pacific Time

PG&E Corporation and Pacific Gas and Electric Company

Today, we are making good on that commitment.

We have a new executive team and a new way of doing business. We are taking bold actions to reduce risk and make our system safer every day. We are demanding excellence of ourselves with a disciplined focus on performance. And we stand ready to join with policymakers and state leaders to engineer and build our electric and gas system for a cleaner, safer, and more reliable energy future.

While there is much more to do, we are confident that the changes we’ve made are delivering tangible benefits across PG&E’s “triple bottom line” of People, the Planet, and California’s Prosperity. We know that we do not need to make trade-offs between customers and shareholders; we can deliver for both in a mutually beneficial way.

In pursuit of operational excellence, we have adopted a line-of-sight operating system driven by daily operating reviews—more than 1,200 company-wide—across the entire enterprise. This level of rigor, visibility, and control enables us to prioritize our work efficiently, and find and fix issues quickly.

We’ve also redesigned our organizational structure in ways that put our focus squarely on our customers, such as a regional service model tailored to meet the specific needs of the hundreds of hometowns across our 70,000-square-mile service area, as well as functional divisions that are specifically designed to produce those results.

Faced with the escalating risks of climate change in California, we’ve recognized that extraordinary circumstances require an equally extraordinary response. We are pursuing aggressive, breakthrough strategies to adapt our system—not just to the conditions we are seeing now, but to those of an even more challenging future.

These include burying 10,000 miles of overhead wires in places where the wildfire risk is highest, programming our powerline circuits to detect potential threats and shut themselves off automatically, and building microgrids that can operate in isolation and provide continuous service during local emergencies.

At the same time, we are addressing the root causes of climate change by continuing to decarbonize our economy. We are making one of the cleanest energy portfolios in the nation even cleaner, while adding essential infrastructure to support the transition in other sectors, such as vehicle and building electrification.

For example, 93 percent of the electricity we deliver to customers is now from greenhouse gas-free resources, with half produced by state-qualified renewables such as solar and wind. And last fall, in partnership with Tesla, we built the largest utility-owned battery storage system ever constructed at a single site.

On these priorities and more, we will review our game tape and find new ways to improve, while knowing we can never be satisfied.

We are proud of what our teams accomplished in 2021. As we look ahead, our goals remain unchanged. We know that the 16 million people who rely on us deserve a strong and well-run energy utility. We will make it right; we will make it safe; and we will deliver for them and for you—in 2022, and all the years to come.

Last year, we shared our commitments to People, Planet and California's Prosperity with you. Since then, we have made progress. We've put together the building blocks of a new, reimagined PG&E. We have a new organizational design, a leadership team comprised of industry veterans and experts, and we are building a culture of performance.

We acknowledge that our performance in 2021 shows that, while we have made progress, we still have work to do. For more information about performance and how it impacted pay, please refer to page 36. As we look to the future, we're building our strategy around these same principles—our People, the Planet and California's Prosperity. We make decisions through a framework that prioritizes safety for everyone, that rewards actions that prevent wildfires, and that leads to a future carbon-neutral energy system.

The Utility has developed a five-year workforce safety strategy that includes two major pillars—systems and culture. Systems refers to risk management, equipment, processes, and procedures. Culture refers to employee engagement, adherence to established requirements, a sense of urgency for safety, and leadership.

For our co-workers and our contractors, our belief is that we can design work activities to facilitate safe performance. We hold our contractors to the same standards with a Contractor Safety Program that emphasizes safe practices. We cannot be successful unless our employees feel safe to raise concerns, and we continue to encourage and engage our coworkers and leaders to speak-up for safety. We have an annual speak-up award that recognizes employees for raising concerns and positively impacting our culture.

We are confident that these are the right steps to achieve the high level of performance we desire. We have already seen a measure of improvement in reduced workplace injuries in 2021, and reduced ignitions from our facilities. We are committed to significantly improving our safety performance by strengthening our risk-based focus, so we understand our risks, prioritize our work, and use controls to reduce them, and continuously measure and improve risk reduction. We are creating a culture in which we hold each other accountable for safety, resolve issues promptly, and have engagement at all levels.

California has long emphasized the importance of protecting our planet, and we continue to actively embrace our state’s bold climate and clean energy goals. There are many ways we can be a force for good, and our size and scale enable us to meaningfully address the growing threat of climate change.

Our longstanding commitment includes aligning our resources and business strategy with California’s clean energy vision. We advocate for policies and programs that create a resilient system to provide safe, reliable, affordable, and clean energy for our customers. At the same time, we are working to reduce the ever-growing risks posed by extreme weather and wildfires by systematically incorporating forward-looking climate data and tools into our decision-making. These efforts are complementary and consistent—every action taken in climate mitigation also supports climate resilience.

We embrace our foundational role in achieving California’s goal of carbon neutrality by 2045 and transitioning the state to a decarbonized and more climate-resilient economy. We are proud of our track record with renewable energy, exceeding California’s renewable portfolio standards goal for each utility (including the Utility) to deliver 33 percent of renewable energy by the end of 2020. We also work with policymakers and regulators to advance effective climate adaptation policy in California, and work directly with local governments and communities on adaptation solutions.

Our progress includes:

We do this work transparently, reporting our progress in our annual Corporate Sustainability Report (which incorporates reporting using the Sustainability Accounting Standards Board voluntary reporting framework), and in our responses to the CDP (formerly the Carbon Disclosure Project) and related organizations. We are conducting a multi-year, system-wide climate vulnerability assessment to better understand how climate-driven natural hazards may impact our assets, services, and operations. We also plan to issue a Climate Strategy Report later in 2022, which will align with the guidance from the Task Force on Climate-Related Financial Disclosures (TCFD).

Our triple bottom line of People, Planet, and Prosperity is underpinned by our unwavering focus on safety and improving our operational and financial performance. We have set specific goals to reduce wildfire risk, invest in our hometowns, and drive earnings growth.

To create stability as we emerged from Chapter 11 in 2020, and as part of our Plan of Reorganization, we agreed with the CPUC that our Boards would be divided into two classes, with each class elected for a two-year term. These terms will be phased out over the next two years so that, in 2024, all directors will be elected for a one-year term and stand for election annually.

All nominees for director of the Corporation in 2022 also are nominees for director of the Utility. 

Diversity is a core value for us, as demonstrated by our Boards, and one that we will continue to champion in the future. PG&E asks the continuing directors to self-identify using the categories of underrepresented communities listed in California’s Assembly Bill 979 (AB 979) on board diversity: Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or gay, lesbian, bisexual, or transgender. The Sustainability and Governance Committee and the Boards annually review whether the diversity represented by the members of the Boards serves the needs of the companies, as part of the Director Refreshment Process, which is described more on page 23. If a diversity gap is identified, the Committee will consider and prioritize the need to close that gap, along with other factors, in its director recruitment process.

Our Board leadership reflects our commitment to diversity in the following roles:

On each of PG&E Corporation’s and the Utility's Boards, all of the current non-employee directors are independent as defined by the New York Stock Exchange (NYSE). The definitions of independence found in the Corporation and Utility’s Corporate Governance Guidelines reflect the applicable NYSE definitions and are available on that company’s website.

PG&E Corporation and the Utility also have determined that from January 1, 2021 to the date of this Proxy Statement, each of the following past directors was independent while serving on the Boards, according to the applicable company’s Corporate Governance Guidelines: John M. Woolard and Oluwadara J. Treseder.

Our Boards exhibit diversity of experience, skills, and attributes, and this allows them to effectively oversee the companies’ operations. Key Board leaders have substantial expertise in areas such as wildfire mitigation, natural gas operations, risk management, and cybersecurity. The Sustainability and Governance Committee reviews, and the Boards approve, the skills matrix annually, taking into account the current composition of the Boards and the criteria previously agreed upon with our key stakeholders and regulators.

We believe our current governance practices provide the foundation for excellence. Our practices include:

Many of our governance practices are documented in the Corporate Governance Guidelines adopted by the Boards of PG&E Corporation and the Utility and available on our website. These Guidelines are reviewed annually and updated as recommended by the Sustainability and Governance Committee.

Mr. Flexon’s responsibilities include presiding over meetings of the Corporation Board, including special meetings, and executive session meetings of the Corporation’s independent directors and concurrent executive session meetings of the Corporation and Utility Boards.

The positions of Chair, currently held by Dean L. Seavers, and PEO have been separated since January 2008. As of March 2021, no single individual serves as the Utility’s PEO, and the Utility Board has allocated the duties and powers of the office of the Utility President among Jason Glickman, who serves as the Utility's Executive Vice President (EVP) of Engineering, Planning, and Strategy, Marlene Santos, who serves as the Utility’s EVP and Chief Customer Officer, and Adam L. Wright, who serves as the Utility’s EVP, Operations and Chief Operating Officer (COO). Separating the roles of Chair and PEO allows customers and other stakeholders to benefit from the complementary skill sets and business experiences of Mr. Seavers and Mr. Glickman, Ms. Santos, and Mr. Wright. As a subsidiary of PG&E Corporation, the Utility also benefits from the fact that Mr. Flexon is a member of the Utility Board. Pursuant to the CPUC’s affiliate rules, no individual may serve as Chair of the Board, CEO, or President, or in a functionally equivalent position, of both PG&E Corporation and the Utility. 

Mr. Seavers’ responsibilities include presiding over meetings of the Utility Board only, including special meetings and executive session meetings.

Our ongoing process to select directors begins with the PG&E Corporation Sustainability and Governance Committee, which selects the nominees who will be submitted for shareholder vote. This process includes an annual review of the directors' independence, skills, qualifications, and commitment to serving on the Boards. The ability to commit to serving on the Boards is considered broadly and includes an assessment of all outside commitments. PG&E has an over-boarding policy (described in more detail in the "Service on Other Boards" section below) that prohibits any Board member from being on more than three public company boards, or fewer if the member is a CEO for another public company. Input from the Boards' evaluation process is also considered. The Sustainability and Governance Committee, together with the Boards of each company, recommend an eligible director for re-election if it believes the director would continue to be a productive and effective contributor to the Boards.

For new Board nominees, the Sustainability and Governance Committee works with independent search firms (retained by the Boards or the Committee) to identify candidates who are qualified to serve. The companies also accept recommendations for director nominees from a variety of sources, including shareholders, community-based organizations, management, and other directors, which are also referred to independent search firms for review. The Committee uses the same criteria, including diversity and skills on the skills matrix, to review all candidates recommended for nomination at the annual meetings—including candidates nominated by shareholders—and review all such candidates at the same time.

The Sustainability and Governance Committee’s written policy, as reflected in each company’s Guidelines, is to seek nominees with a range of different backgrounds, perspectives, skills, experiences, and fit with Board culture, including characteristics like integrity, ethical standards, judgment, interpersonal skills and relations, communication skills, and the ability to work collaboratively with others. The Guidelines also require the Committee and Boards to consider important public policy objectives such as diversity, representation from regions PG&E serves, and commitment to California’s climate change goals, and also consider a candidate’s age (in light of each Board’s director retirement policy), applicable legal requirements, and other factors as it deems appropriate given the current needs of the Board and the Company.

Shareholders may recommend a person for the Committee to consider as a nominee for director of PG&E Corporation or the Utility by writing to that company’s Corporate Secretary. Recommendations must include (a) a description of the candidate (name, age, principal occupation, business address, and residence address), (b) the class and number of shares of the company’s stock owned by the shareholder and the candidate, (c) other information about the candidate that would be in a proxy statement listing the candidate as a director nominee, and (d) any interest of the shareholder in the candidate’s nomination. We may request additional information on the candidate or the shareholder if needed.

Our Boards and Committees evaluate their own effectiveness throughout the year. Directors conduct a formal evaluation process annually, developed by the PG&E Corporation Sustainability and Governance Committee. The Boards carefully evaluate the effectiveness of the Boards, the Committees, and individual directors, through a carefully tailored questionnaire as well as one-on-one interviews with the Board Chairs or Sustainability and Governance Chair as needed. The Sustainability and Governance Committee reports on the results of the evaluation process and tracks actions identified. The evaluation process includes a formal check in mid-year on the effectiveness of implemented changes to help ensure accountability for improvements.

If a director is considering serving on the board of another public company (in addition to PG&E Corporation, the Utility, and their respective subsidiaries), that director must inform the Chair of the Sustainability and Governance Committee and the Chair of the Board of the Corporation and/or the Utility, as applicable, before accepting membership on any such board. Unless otherwise approved by the applicable Board, (1) a director may not serve on more than three public company boards (in addition to the Corporation and Utility Boards) and (2) a director who is the PEO of a public company (including the Corporation and the Utility) may not serve on more than two public company boards in addition to the board of his or her employer. For these purposes, the Boards of the Corporation and the Utility would count as one board.

If an Audit Committee member simultaneously serves on the audit committees of three or more public companies other than PG&E Corporation, the Utility, and their respective subsidiaries, the Committee member must inform the applicable company’s Board. In order for that member to continue serving on the Audit Committees, each Board must affirmatively determine that the simultaneous service does not impair that committee member’s ability to serve effectively on the applicable Audit Committee.

The Boards of PG&E Corporation and the Utility have permanent standing committees, which support each Board’s basic responsibilities, with formal charters that set forth their responsibilities. Each Board also may establish temporary ad hoc committees, subcommittees, or other informal governing bodies from time to time.

In 2021, in response to feedback received during the Board evaluation process, the Boards re-assessed the committee structure and reduced the number of standing committees from seven to five. The responsibilities of the two eliminated committees were allocated to the remaining five committees, which are better aligned to the companies' operational structure and strategy.

Where a committee exists at PG&E Corporation only, that committee’s responsibilities include assisting and advising the Utility Board on matters within the committee’s scope of responsibility.

The Audit Committees, the People and Compensation Committee, and the Sustainability and Governance Committee are composed entirely of independent directors, as required and defined by the NYSE.

Each of the standing committees (other than the Executive Committees) is composed entirely of independent directors, as defined in the applicable company’s Guidelines and the Committee’s charters. 

Each member of the Audit Committees and each member of the People and Compensation Committee also satisfies heightened independence standards established by Securities and Exchange Commission (SEC) rules and applicable stock exchange requirements regarding independence of audit committee members and compensation committee members. There were no impermissible interlocks or inside directors on the People and Compensation Committee.

Each member of the Audit Committees is also financially literate. The following Audit Committee members have been identified as audit committee financial experts (and background information for each audit committee financial expert can be found in their director biographies beginning on page 12):

Members of the Safety and Nuclear Oversight Committees are required to have special expertise in one of the following areas (pursuant to an agreement reached with the CPUC):

Current committee membership for all directors can be found in the table on page 20.

Directors regularly receive information on subjects that would assist them in discharging their duties both in formal Board and committee meetings and on an ad hoc basis in response to PG&E or industry events or expressed areas of interest or growth. Topics include business operations; safety, risk management, and cybersecurity; corporate governance matters; legal proceedings and the regulatory and policy landscape; sustainability goals and activities; financial performance; and other key stakeholder issues.

Each director receives information regarding opportunities for continuing education and is expected to stay current on important developments pertaining to such director’s function and duties to the companies by attending such programs as appropriate or otherwise.

During 2021, there were seven meetings of the PG&E Corporation Board. During 2021, there were seven meetings of the Utility Board. Board meetings for both Corporation and Utility had an attendance rate of 99 percent in 2021. Each incumbent director attended at least 75 percent of the total meetings of the Boards and the Committees on which he or she served.

Under each company’s Guidelines, directors are expected to attend annual meetings of that company’s shareholders. The directors all attended the annual meeting held in 2021.

PG&E Corporation and the Utility value our shareholders’ views and maintain an open and constructive dialogue with shareholders throughout the year.

In 2021, engagement activities included:

Leading up to the 2022 Annual Meetings, we reached out to our large institutional shareholders, collectively holding nearly 66 percent of the total outstanding shares of PG&E Corporation's common stock, and had direct engagement with shareholders representing nearly 28 percent of total outstanding shares. The discussions focused on topics such as ESG and executive compensation.

PG&E Corporation has a record of Board responsiveness to shareholders. Under the companies’ Guidelines, the independent Chairs of the Boards are responsible for responding to written communications that are directed to the Boards from shareholders and other parties. See the "User Guide" section on page 86 for information on how to correspond with directors.

The Boards oversee and provide guidance on the business, and also monitor the performance of the Utility and the Corporation. The Boards have delegated responsibility for day-to-day business operations to senior management.

that enterprise risk oversight and management processes are established and operating effectively. In 2022, we combined the Chief Risk Officer and Chief Safety Officer roles to ensure alignment with these two critical programs.

 The Boards’ role in risk oversight was not considered by either Board when assessing that Board’s leadership structure.

PG&E Corporation and the Utility have identified cybersecurity as a key enterprise risk. Oversight for this risk is exercised by the Safety and Nuclear Oversight Committees. The Safety and Nuclear Oversight Committees receive quarterly presentations and reports from PG&E Corporation’s Chief Information Officer or the Utility's Chief Information Security Officer. These reports describe cybersecurity threats, defenses, and data analytics that impact the companies’ most critical assets. To manage this risk, we utilize a number of government and private sources for intelligence and monitoring. We participate in regular testing and incident exercises, as well as external program reviews performed by independent third parties who assess our cybersecurity program maturity. A key mitigation is an annual training program on information security required of all employees and contractors. The Safety and Nuclear Oversight Committees' oversight also includes reports on cybersecurity practices employed at Diablo Canyon Power Plant, the Utility's nuclear facility. The Safety and Nuclear Oversight Committees of both PG&E Corporation and the Utility jointly participate in cybersecurity risk reviews to promote alignment in operations and asset management in the implementation of mitigations designed to reduce the risk of cybersecurity threats. In 2021, the Utility did not experience any material breaches due to cybersecurity threats.

The Boards believe that the safety of employees, contractors, customers, and the public is the top priority for the PG&E Corporation CEO, the senior management team, and PG&E management. PG&E’s Chief Safety Officer has broad responsibilities to implement safety programs and culture, and as part of the Boards’ oversight function, the Boards engage directly with the Chief Safety and Risk Officer and other operational leaders within the companies on the development and implementation of these programs. The Boards’ Safety and Nuclear Oversight Committees maintain joint responsibility with the Boards for safety oversight at the companies. The Safety and Nuclear Oversight Committees receive regular safety reports from management that include performance metrics, reporting on serious incidents, and actions to improve employee, contractor, customer, and public safety.

In 2021, the Safety and Nuclear Oversight Committees continued to receive regular updates on the execution of the WMP, engage with senior leadership, and report out to the Board on a regular basis on progress. In addition, the Chair of the Safety and Nuclear Oversight Committees personally interacts with the CPUC on an ad hoc basis to provide insight on the WMP. Other significant focus areas have included worker and public safety, safety culture, safe nuclear operations, and evaluation of top enterprise risks, such as risks to key assets, facilities, and technologies.

As discussed in the Compensation Discussion and Analysis below (page 36), the Safety and Nuclear Oversight Committees work closely with the People and Compensation Committee in the selection of the safety performance metrics for inclusion in the short-and long-term incentive compensation programs, and in the evaluation of performance to determine individual awards.

At PG&E, corporate sustainability as business strategy is integral to delivering on the triple bottom line of People, Planet, and Prosperity underscored by strong operational performance. We believe that integrating and managing ESG topics, such as addressing climate change, into PG&E’s business strategy, creates long-term value for PG&E, and for our customers, communities, coworkers, and other stakeholders. Mitigating and adapting to the impacts of climate change presents opportunities for growth for our business and economic opportunity in our communities, and highlights the need to adopt a longer-term perspective about potential risks posed by climate change and to incorporate a resilience mindset and approach. The Boards oversee safety, climate change, and other ESG topics, with the support of committees.

The Sustainability and Governance Committee provides oversight of the strategy, budget, and direction of PG&E Corporation’s and the Utility’s political contributions and recommends Board approval limits for political contributions from the companies to candidates, measures, initiatives, political action committees, and certain other organizations that may engage in activities involving elections. All political contributions from the companies are made in full compliance with applicable federal, state, and local laws and regulations. The companies prioritize political contributions that result in support of the companies' goals of combating climate change, strengthening energy infrastructure, and advancing the companies' strategic initiatives. The Sustainability and Governance Committee also directs preparation of an annual report summarizing political contributions and certain other expenditures made by the companies during the preceding year.

At least annually, the PG&E Corporation and Utility Boards each reviews the applicable company’s plan for PEO succession, both in the ordinary course of business and in response to emergency situations. Each company’s Board develops profiles of appropriate responsibilities, attributes, and requirements for the PEO positions, which reflect that company’s business functions, vision, and

strategy. Potential candidates for PEO positions may be identified internally within the companies in consultation with the People and Compensation Committee, which oversees the evaluation of management, and the PG&E Corporation CEO, as well as externally through various sources, including independent third-party consultants.

The succession planning process also addresses the continuing development of appropriate leadership skills for internal candidates for PEOs and candidates for other leadership positions within the companies. The People and Compensation Committee is responsible for reviewing the CEO’s long-range plans for officer development and succession for PG&E Corporation and the Utility in connection with its review of officer elections, promotions, and compensation matters during the year.

Since January 1, 2021, all related party transactions have been approved or ratified by the applicable Audit Committee in accordance with this Policy.

Since January 1, 2021, an affiliate of Fidelity Management and Research Company, LLC (Fidelity) has provided recordkeeper and trustee services for benefit plans sponsored by PG&E Corporation. Fidelity beneficially owns at least 5 percent of PG&E Corporation common stock. In exchange for these services, Fidelity affiliates earned approximately $1,500,000 in fees during 2021. Such services were initiated prior to Fidelity becoming a 5 percent owner of PG&E Corporation common stock, and PG&E Corporation expects that Fidelity affiliates will continue to provide similar services and products in the future, at similar levels, in the normal course of business operations.

Kathy Thomason is employed by the Utility as a Strategic Analyst, Principal, and she is the spouse of David S. Thomason, who is Vice President (VP), Chief Financial Officer, and Controller of the Utility. Since January 1, 2021, Ms. Thomason received compensation and related payments and benefits from the Utility with an annual value of approximately $190,000. Any payments to Ms. Thomason for services rendered during 2022 are expected to be similar in nature and value to payments provided during 2021, consistent with the Utility’s policies and practices that apply to employee compensation generally.

In connection with the Plan of Reorganization, in July and August 2020, the Utility distributed 477,743,590 shares of PG&E Corporation common stock to the PG&E Fire Victim Trust (Trust). The companies have entered into the following agreements with the Trust:

Each of the Boards of PG&E Corporation and the Utility establishes the level of compensation for that company’s non-employee directors, based on the recommendation of the People and Compensation Committee. Directors who serve as employees of either company receive no additional compensation for concurrent service as directors.

The People and Compensation Committee periodically reviews the amount and form of compensation paid to non-employee directors of PG&E Corporation and the Utility. As part of this review, the Committee reviews the compensation provided to the companies’ non-employee directors as compared to other comparable U.S. peer companies (including both other utilities and companies within the S&P 250), with the objective of ensuring that non-employee director compensation is: 

Compensation paid to non-employee directors for 2021 for service on the Boards and their committees was based upon periodic compensation reviews conducted in consultation with the Committee’s executive compensation consultant for 2021, Meridian Compensation Partners, LLC. The People and Compensation Committee’s most recent review of non-employee director compensation was conducted in October 2021.

 The following framework was in effect during 2021. Additional details are provided in the sections that follow.

Under the 2021 Long-Term Incentive Program (LTIP) and the 2014 LTIP, each non-employee director of PG&E Corporation is entitled to receive annual awards of stock-based compensation. Pursuant to the terms of the applicable LTIP, as approved by PG&E Corporation’s shareholders, the annual value of equity awards provided to any one non-employee director is limited to $400,000 in any calendar year.

Effective June 1, 2021, the maximum aggregate value of equity and cash-based awards to any non-employee director of PG&E Corporation during any calendar year may not exceed $750,000 except that, in the case of a non-employee director who is serving as

Chairman of the Board, the annual limit is increased by 200 percent. This limitation was approved by shareholders of PG&E Corporation in connection with the 2021 approval of the 2021 LTIP.

LTIP awards for 2021 were granted on May 20, 2021. Each non-employee director’s award—other than that for the Chair of PG&E Corporation—had a total aggregate value of $139,994 (rounded down to reflect awards equivalent to whole units with values equivalent to whole shares of PG&E Corporation common stock) and consisted of restricted stock units (RSUs) that were granted to each non-employee director after his or her election to the Board. The award for the Chair of PG&E Corporation had a total aggregate value of $219,991 (rounded down to reflect awards equivalent to whole units with values equivalent to whole shares of PG&E Corporation common stock) and consisted of RSUs that were granted after his election to the Board. These RSUs will vest at the earlier of the first anniversary of the date of grant (May 20, 2022), or the end of the director's annual term, and then will be settled as shares of PG&E Corporation common stock. RSUs will also vest and be settled upon the director's death or disability, or if there is both a Change in Control (as defined on page 73) and the director is terminated. Otherwise, RSUs are forfeited if the director ceases to be a member of the Board prior to vesting. Non-employee directors also may elect to defer settlement of vested RSUs.

The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during 2021. William L. Smith received compensation in 2021 for his service both as a non-employee director and as Interim CEO of PG&E Corporation from January 1 to January 3, 2021. In accordance with SEC guidance, all compensation paid to Mr. Smith for his service as non-employee director and as Interim CEO is provided only in the Summary Compensation Table and other executive compensation disclosures starting on page 60. None of the compensation paid during 2021 to Mr. Smith for his service as non-employee director or as Interim CEO is reflected in the Director Compensation table below.

Non-employee directors of PG&E Corporation are expected to own shares of PG&E Corporation common stock having a dollar value of at least five times the value of the then-applicable annual Board retainer. If any non-employee director is on the Utility Board only, then that director also may satisfy his or her stock ownership obligation with Utility preferred stock. Directors generally have five years to meet the guidelines. Ownership includes beneficial ownership of common stock, RSUs, and common stock equivalents. These guidelines were adopted to more closely align the interests of directors and each company’s shareholders.

Under the PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, directors of PG&E Corporation and the Utility may elect to defer all of their retainers, all of their meeting fees, or both. Directors who participate in the Deferred Compensation Plan may elect either to (1) convert their deferred compensation into common stock equivalents, the value of which is tied to the market value of PG&E Corporation common stock, or (2) have their deferred compensation deemed to be invested in the Utility Bond Fund, which is described in the narrative following the “Non-Qualified Deferred Compensation—2021” table beginning on page 67.

Directors of PG&E Corporation and the Utility are reimbursed for reasonable expenses incurred in connection with attending Board, Board committee, or shareholder meetings, or participating in other activities undertaken on behalf of the Corporation or the Utility. 

Effective January 1, 2022, non-employee directors no longer are eligible for certain other miscellaneous benefits, including participation in the companies' matching charitable contributions programs and eligibility for accidental death and dismemberment insurance.

Each of PG&E Corporation and the Utility believes that its executive compensation policies and practices for 2021 were effective in tying a significant portion of pay to performance, while providing competitive compensation to attract, retain, and motivate talented executives, and aligning the interests of our executive officers with those of our shareholders.

In establishing PG&E Corporation’s officer compensation programs for 2021 (which also cover officers of the Utility), the People and Compensation Committee established four objectives. These objectives, and how these objectives were met for 2021, are discussed in the Compensation Discussion & Analysis (CD&A), which can be found immediately following this Proposal No. 2. These objectives are summarized below:

The People and Compensation Committee of the PG&E Corporation Board of Directors has reviewed and discussed this Compensation Discussion and Analysis with management. Based on this review, the related discussions, and such other matters deemed relevant, the People and Compensation Committee has recommended to the Boards of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the year ended December 31, 2021.

This CD&A provides our shareholders and other stakeholders with information about PG&E Corporation’s and the Utility's performance, compensation framework, compensation decisions, and associated governance for our named executive officers (NEOs) in 2021.

PG&E Corporation is a holding company whose primary operating subsidiary is the Utility, a public utility operating in northern and central California. The Utility generates revenues mainly through making investments in operating assets and earning an authorized rate of return on those assets through regulated rates for the sale and delivery of electricity and natural gas to customers. The compensation program described in this CD&A applies to PG&E Corporation and the Utility, with the same philosophy, structure, metrics, and goals applying to both.

As of December 31, 2021, the companies had approximately 26,000 regular employees, eleven of whom were employees of PG&E Corporation. The following table summarizes our NEOs for 2021. Please note that as of December 31, 2021, three individuals concurrently served as principal executive officers (PEOs) of the Utility: Mr. Glickman, Ms. Santos, and Mr. Wright.

The 2021 performance year was about putting together the building blocks of a new, reimagined PG&E. We have a new organizational design, a leadership team comprised of industry veterans and experts, and we are building a culture of performance. We launched a regional service model that allows us to connect with our customers on local level and enables our teams to focus on delivering for our hometowns. We built a strong regional leadership team to drive local solutions and meet our commitments in operations, safety, and service to our customers and hometowns. Additionally, the companies succeeded in achieving many of the performance objectives set for 2021:

Our core compensation program, which consists of base salary, a cash-based short-term incentive, and equity-based long-term incentives, is applied consistently to both PG&E Corporation and the Utility. This compensation framework applied to all NEOs during the year apart from Mr. Smith, who served three days in an interim executive officer capacity.

During 2021, the People and Compensation Committee undertook a comprehensive review of the executive compensation program with the help of its independent executive compensation advisor. The objective of the review were to identify opportunities for simplification, ensure increased competitiveness market practices, and continue to align with shareholder and broader stakeholder long-term interests. The following changes were approved as a result of the review:

These changes continue to reinforce important areas of operational focus, including increased emphasis on safety and alignment to the WMP, maintaining alignment with the criteria of AB 1054, and honoring our POR OII commitments. The proposed framework was submitted under AB 1054 in the first quarter of 2022.

Further information about these changes can be found in the relevant sections that follow.

Our companies’ primary purpose is to deliver safe, reliable, affordable, and clean electricity and gas to our customers. Our focus on customer welfare, prioritizing both public and employee safety, is central to how we operate and reflected in our executive officer compensation program design. We believe that focusing on those attributes of our business will lead to long-term value creation for our shareholders. This focus also aligns with the criteria under AB 1054 and our commitments under the POR OII.

To be successful, we need to attract, motivate, and retain executives with the necessary skills and experience, who are aligned with our vision and who can deliver on our commitments to all stakeholders. Four fundamental objectives form the foundation of our compensation program.

We are focused on creating an effective compensation program that successfully aligns our key strategic objectives with the interests of our shareholders and broader stakeholders. To reinforce this, we have adopted policies and practices that guide our compensation practices as summarized below.

The Utility is subject to AB 1054, a California law which, among other things, sets out certain criteria regarding the design of the Utility’s executive compensation program. Although these criteria only apply to the Utility’s executive officers as defined in AB 1054, the criteria have also influenced the executive compensation design and arrangements for officers at both companies. There are also additional executive compensation requirements that the Utility is subject to as a result of the POR OII.

AB 1054 is legislation applying to the Utility that addresses the dangers and devastation from catastrophic wildfires in California caused by electric utility infrastructure. There are two subsections setting forth criteria regarding executive compensation with which the Utility complies. These criteria apply specifically to a subset of Utility officers and influence the design of our programs more broadly at both the Utility and PG&E Corporation. We have designed our programs to comply with these requirements, as described below.

The POR OII is the process by which the CPUC reviewed and approved the companies’ Chapter 11 Plan of Reorganization. As part of the POR OII, the Utility is subject to additional requirements regarding executive compensation that apply specifically to a subset of Utility officers, and we have designed our programs to comply with these requirements, as described below.

It is important that the performance metrics used in our officer compensation framework align with our strategic priorities if we are to be effective in paying for performance and demonstrating accountability. Our performance metrics reflect our focus on customer welfare, prioritizing both public and employee safety including contributing to long-term sustainable value for our shareholders.

The majority of both our short- and long-term incentive plan metrics are connected to our focus on customer welfare, prioritizing public and employee safety. These metrics are described below. Additional details regarding each of the listed performance measures can be found in the discussions of “Short-Term Incentives” and “Long-Term Incentives” below.

Our incentive programs also incorporate metrics and goals reflecting our financial stability.

The People and Compensation Committee is made up of at least three, and currently four, independent directors who collectively have the delegated authority to oversee matters relating to compensation, benefits, and human capital issues. In discharging their duties, the People and Compensation Committee receives input from the management teams and external independent consultants as appropriate.

 The core activities of the People and Compensation Committee include:

The PG&E Corporation CEO and the Utility President (or equivalent officer(s)) are generally invited to People and Compensation Committee meetings but do not participate in discussions on their own compensation. In certain areas, as described above, the People and Compensation Committee welcomes these officers’ feedback on NEO performance given their knowledge of executives’ contributions, and gives this feedback appropriate consideration in the executive compensation-setting process. The People and Compensation Committee may exercise its discretion to accept, reject, or modify their feedback based on the People and Compensation Committee members’ collective assessment of the NEOs’ performance and pay position relative to the peer groups, and PG&E’s overall financial and operating performance and other factors that the People and Compensation Committee deems appropriate.

To assist in discharging its duties, the People and Compensation Committee retains a nationally-recognized independent compensation consultant to provide advice and data, including advising and reviewing annual executive compensation arrangements and individual compensation packages. In addition to being of value to the People and Compensation Committee, retaining a nationally-recognized independent consultant is also a commitment under POR OII.

Throughout 2021, the People and Compensation Committee retained Meridian as an independent consultant to provide advice on general compensation issues. During this period, Meridian did not provide services to management of either company or their respective affiliates although Meridian was invited to maintain a working relationship with management in order to effectively fulfill an advisor role to the People and Compensation Committee. During and in respect of 2021, Meridian advised the People and Compensation Committee on the following matters:

The People and Compensation Committee determined that no conflicts of interest were raised by the work of Meridian during 2021. The People and Compensation Committee may also engage other compensation consultants, legal counsel, and advisers, after consideration of their independence and the potential for conflicts of interest. PG&E Corporation pays the reasonable compensation costs for any such advisers and consultants. Management may also retain separate compensation consultants.

Feedback from shareholders is an important consideration for the People and Compensation Committee when reviewing and setting compensation for our executive officers. In a typical year, this feedback is collected through two primary channels:

At our 2021 Joint Annual Meeting, support for our 2020 executive compensation program was evidenced through votes in favor of each company's say-on-pay proposal from over 93 percent of votes cast on each proposal.

The People and Compensation Committee regularly reviews executive compensation, taking into consideration input received through PG&E’s regular and ongoing engagement with investors, as well as indirect feedback from proxy advisor voting recommendations and investor voting guidelines. This feedback is then considered alongside the applicable regulatory requirements and our commitments to reach balanced and informed decisions.

As part of our ongoing engagement initiatives, we reached out to our top 25 shareholders representing nearly 66 percent of our total shares outstanding to invite dialogue. This resulted in contact or meetings with shareholders representing around 28 percent of our total shares outstanding during which no concerns were raised about our executive compensation programs. Shareholders expressed no concerns regarding our executive compensation programs, and acknowledged the need for the previously disclosed payments to secure the appointment of Ms. Poppe.

In addition to reviewing feedback from direct engagement, the People and Compensation Committee also considers the results of the annual say-on-pay vote. At our 2021 shareholder meeting, over 93 percent of votes cast on each company's say-on-pay proposal were in support of our executive compensation program, which reinforced that our investors more broadly remain supportive of PG&E’s executive compensation program and design for the companies.

The People and Compensation Committee annually reviews an assessment of the general risk factors associated with the companies’ compensation policies and practices to determine whether they encourage inappropriate risk-taking. The People and Compensation Committee’s independent compensation consultant in 2021, Meridian, assisted in this review. The People and Compensation Committee also receives advice from the Safety and Nuclear Oversight Committees of the companies’ respective Boards of Directors.

For 2021, Meridian concluded that PG&E's compensation programs do not encourage excessive risk-taking, a conclusion that extends to the CEOs and Presidents (and equivalent officers) of PG&E Corporation and the Utility and the other NEOs who participated in the incentive arrangements during 2021. Based on this, the companies concluded that the risks arising from the overall compensation policies and practices are not reasonably likely to have a material adverse effect on either PG&E Corporation or the Utility.

We believe that stock ownership further aligns the interests of our executives with those of our shareholders, encouraging executives to consider the long-term performance and prospects for our companies. Our guidelines require senior officers to achieve and maintain a minimum investment in PG&E Corporation common stock, expressed as a percentage of their base salary.

During 2021, the People and Compensation Committee reviewed the existing guidelines and approved several changes that became effective as of January 1, 2022:

 In summary, the guidelines are as follows: