Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 23, 2021, Pacific Gas and Electric Company (the “Utility”) announced that its board of directors appointed Marlene Santos, 60, as Executive Vice President and
Chief Customer Officer of the Utility, effective March 15, 2021. Ms. Santos will serve as a principal executive officer of the Utility, together with Adam L. Wright, Executive Vice President, Operations and Chief Operating Officer.
Ms. Santos is currently the President of Gulf Power Company, a subsidiary of NextEra
Energy, Inc. Gulf Power Company provides electric power services for approximately 450,000 customers in eight counties throughout northwest Florida. Ms. Santos has been in that position since January 2019. Prior to that, Ms. Santos served as the
Chief Integration Officer of NextEra Energy, Inc. from March 2015 to December 2018, overseeing NextEra Energy, Inc.’s acquisition of Gulf Power Company, among others. Ms. Santos also held various positions at Florida Power & Light Company and
its affiliates from December 1981 to December 2018, including Vice President, Customer Service. Ms. Santos will cease her role with Gulf Power Company prior to the effectiveness of her appointment at the Utility.
In connection with Ms. Santos’s appointment, Ms. Santos will receive an annual base salary of $825,000. Ms. Santos will be eligible to participate in the Utility’s annual
Short-Term Incentive Plan, as in effect from time to time, with an initial target participation rate of 90% of her base salary. Ms. Santos will be eligible to participate in the Utility’s Long-Term Incentive Plan (“LTIP”) with an initial target
value of $2.6 million for 2021. Ms. Santos will receive a sign-on bonus of $900,000 in cash, which is subject to clawback if she voluntarily resigns within two years, and a one-time “make whole” award of restricted stock units (“RSUs”) under the
LTIP with a grant date value of $3.8 million. These RSUs will vest 50% on each of the first and second anniversaries of the grant date, which date will be determined consistent with the Utility’s Equity Grant Date Policy. This RSU award is designed
to replace certain long-term stock awards of Ms. Santos’s previous employer which she forfeited, and to the extent she receives those awards from NextEra Energy, Inc., the RSU award will be reduced by a corresponding amount. All RSUs are subject to
clawback under the Utility’s recoupment policy. Ms. Santos will also be eligible to receive executive benefits, as described in PG&E Corporation and the Utility’s joint Annual Report on Form 10-K/A filed on March 31, 2020.
There are no arrangements or understandings between Ms. Santos and any other persons pursuant to which she was selected as Executive Vice President and Chief Customer
Officer of the Utility. Further, there are no family relationships between Ms. Santos and any director or executive officer of PG&E Corporation or the Utility. In addition, Ms. Santos has not been party to any reportable transactions with
PG&E Corporation or the Utility pursuant to Item 404(a) of the Securities and Exchange Commission Regulation S-K.
A copy of the related news release dated February 23, 2021 is attached to this report as Exhibit 99.1.