UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Amendment No. )

(RULE 14a-101)

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PG&E CORPORATION

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PG&E Corporation

Pacific Gas and Electric Company

Joint Notice of 2022 Annual Meetings
Joint Proxy Statement

Thursday, May 19, 2022

10:00 a.m., Pacific Time

PG&E Corporation and Pacific Gas and Electric Company

PROXY GUIDE

JOINT NOTICE OF 2022 ANNUAL MEETINGS OF SHAREHOLDERS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY	1
EXECUTIVE SUMMARY	2
PROPOSAL 1: ELECTION OF DIRECTORS	11
Nominees	12
Governance	22
Operations	24
Oversight	27
Compensation of Non-Employee Directors	31
PROPOSAL 2: EXECUTIVE COMPENSATION	34
Compensation Committee Report	35
Compensation Discussion and Analysis	36
Executive Officer Compensation	60
PROPOSAL 3: INDEPENDENT AUDITOR	77
Report of the Audit Committees	80
PROPOSAL 4: PG&E CORPORATION ARTICLES AMENDMENT	81
SHARE OWNERSHIP	82
LEGAL PROCEEDINGS	85
USER GUIDE	86
Defined Terms	86
Website Availability of Governance Documents	87
General Information about the 2022 Annual Meetings and Voting	88
2023 Annual Meetings	93

PG&E Corporation
Pacific Gas and Electric Company

April 7, 2022 

Dear Shareholders,

In 2021, we launched our leadership of PG&E1 with a shared vision and a common goal: to produce the right outcomes for our customers, communities, and stakeholders; and to ensure that our gas and electric system operates safely—for everyone.

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.

Sincerely, Robert C. Flexon Chair of the Board PG&E Corporation   Patricia K. Poppe   Chief Executive Officer   PG&E Corporation

1“PG&E” or “companies” refer to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the “Utility.”

Joint Notice of 2022 Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company
	Proposals to be Voted On	Corporation	Utility	Recommendation
1	Election of Directors (nominated by the Boards)	•	•
	Rajat Bahri	•	•	FOR
	Jessica L. Denecour	•	•	FOR
	Admiral Mark E. Ferguson III, USN (ret)	•	•	FOR
	Robert C. Flexon	•	•	FOR
	W. Craig Fugate	•	•	FOR
	Patricia K. Poppe	•	•	FOR
	Dean L. Seavers	•	•	FOR
	William L. Smith	•	•	FOR
2	Advisory Vote on Executive Compensation	•	•	FOR
3	Ratification of Deloitte and Touche LLP as the Independent Public Accounting Firm	•	•	FOR
4	Management Proposal to Amend the PG&E Corporation Articles of Incorporation	•		FOR

Meeting Information
Date: May 19, 2022 Time: 10:00 a.m. Pacific Time Location: San Ramon Valley Conference Center 3301 Crow Canyon Road San Ramon, CA 94583	Record Date Shareholders as of March 21, 2022, are entitled to vote at the Annual Meetings.	Solicitation of Proxies The Boards of Directors are soliciting proxies from you for use at the Annual Meetings or any adjournments or postponements. Proxies allow designated individuals to vote on your behalf.

Voting Your Shares — Your Vote is Extremely Important
The deadline to vote is: 6:00 a.m. Eastern Time on May 19, 2022, or 6:00 a.m. Eastern Time on May 17, 2022, if you are a participant in PG&E’s 401k Plan.
Internet	Phone	Proxy Card by Mail	2022 Annual Meeting

Brian M. Wong Corporate Secretary PG&E Corporation Pacific Gas and Electric Company April 7, 2022

IMPORTANT NOTICE OF AVAILABILITY OF 2022 PROXY MATERIALS FOR THE ANNUAL MEETINGS: We are making the Joint Proxy Statement and form of proxy available to shareholders starting on or about April 7, 2022. The Joint Proxy Statement and 2021 Annual Report are available at investor.pgecorp.com/financials/annual-reports-and-proxy-statements. Detailed information on how to vote your proxy is included in the "User Guide" at the end of this Joint Proxy Statement.

2022 Joint Proxy Statement    1

Executive Summary

This executive summary highlights information to assist you in your review of the Joint Proxy Statement. The summary does not contain all of the information that you should consider, and you should read the entire Joint Proxy Statement carefully before voting.

Voting Roadmap

Proposal 1: Election of Directors Elect the following directors to serve on the Boards of Directors until the 2024 Annual Meetings of Shareholders. 1.Rajat Bahri 2.Jessica L. Denecour 3.Admiral Mark E. Ferguson III, USN (ret.) 4.Robert C. Flexon 5.W. Craig Fugate 6.Patricia K. Poppe 7.Dean L. Seavers 8.William L. Smith Each Board's Recommendation: FOR each nominee Our Board is: Qualified:Top skills include safety, utility operations, wildfire prevention, financial analysis, and renewable energy, and Committedto serving the long-term interests of shareholders. Director biographies are on page 12, and a matrix of diversity and skills is on page 20.

Independent		Diverse
93% Board members at Corporation	87% Board members at Utility	57% Board members at Corporation	60% Board members at Utility
are independent under NYSE definitions		are either women or racially, ethnically diverse

Proposal 2: Advisory Vote on Executive Compensation Approve an advisory vote on the compensation of PG&E’s named executive officers. PG&E’s executive compensation plans: a.Pay for performance b.Align with shareholders c.Provide market competitive pay d.Comply with legal requirements Each Board's Recommendation: FOR the advisory approval PG&E’s compensation plans are described in detail on page 34.

Named Executive Officers Core Pay Components (2021)
Base Salary	Short-Term Incentive	Long-Term Incentive
Fixed pay to attract and retain talent; takes account of scope, performance, and experience	Variable pay to incent and recognize performance in areas of short-term strategic importance	Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders

2022 Joint Proxy Statement    2

Proposal 3: Appointment of the Independent Auditor Ratify the appointment of Deloitte and Touche LLP (D&T) as PG&E’s independent registered public accounting firm for the year ending December 31, 2022. a.D&T is an internationally recognized firm, with deep knowledge of our industry and specific understanding of the California regulatory structure. b.The team within D&T rotates periodically to provide a fresh look at our controls. c.The Audit Committees oversee the selection of D&T after a careful review. Each Board's Recommendation: FOR ratifying the appointment of Deloitte and Touche LLP Additional information on D&T can be found on page 77.

Proposal 4: Approval of Amendment to Articles of Incorporation Approve an amendment to PG&E Corporation Articles of Incorporation so that subsidiaries of PG&E will not receive dividends if they own PG&E Common stock. a.As a result of an agreement with the Fire Victim Trust, that secures favorable tax treatment for both parties, PG&E subsidiaries own a portion of its common stock. b.We are asking shareholders to approve a change to our Articles of Incorporation that would mean that, if we resume paying a dividend, any subsidiaries of PG&E would not participate in the dividend (avoiding dilution to shareholders). PG&E Corporation Board's Recommendation: FOR the amendment to the Articles of Incorporation The transaction and the proposed amendments are described on page 81.

2022 Joint Proxy Statement    3

COMPANY OVERVIEW

PG&E Corporation and the Utility together provide approximately 16 million Californians with combined natural gas and electric utility service—4.5 million and 5.5 million customer accounts, respectively. Our primary purpose is to provide safe, reliable, affordable, and clean energy to our customers. Our customers also look to us for grid innovation, clean energy technology, and support in achieving our state’s zero carbon goals. Our values—focus on safety, People, Planet, and California’s Prosperity—shape the way we approach our challenges and opportunities.2

PG&E by the Numbers

70,000 SQUARE MILES Service area

	16 MILLION Customers served		26,000 Approximate number of employees		4 BILLION DOLLARS Procured from diverse suppliers
	93% Greenhouse gas-free clean energy3		50% Estimated customer energy demand met by eligible-renewable resources 4		10,000 MILES Overhead lines committed to be undergrounded
	850,000 Low-income and business customers assisted during the pandemic		645,000 METRIC TONS of CO2 avoided through our customer energy efficiency programs		22,000+ HOURS of employee volunteer time

2 The information in this section represents information for, or as of the end of, 2021, except where otherwise noted. Numbers have been rounded for presentation purposes. Information provided in graphics is qualified by descriptive language provided elsewhere in this section, if applicable.

3 Greenhouse gas-free clean resources include renewables, nuclear, and large hydroelectric power.

4 Eligible-renewable resources include bio power, geothermal power, small hydroelectric, solar and wind power.

2022 Joint Proxy Statement    4

WHERE WE ARE HEADED

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.

Safety

Our commitment to safety is always at the forefront of everything we do. We are focused on keeping the public, our co-workers, and our contractors safe. This commitment extends to all our operations, but it begins with the reduction of wildfires. We are exploring all the tools available to us, including short term Public Safety Power Shutoff (PSPS), Enhanced Powerline Safety Settings (EPSS), vegetation management, system hardening, and undergrounding.

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.

People

PG&E Corporation’s and the Utility’s human capital management objectives are to build and retain an engaged, well-trained, diverse, and equitable workforce. We provide stable, benefits-paying jobs for approximately 26,000 coworkers, about 62 percent of whom are union-represented. By promoting health, wellness, professional development, teamwork, and an ability to perform well for our customers, we achieve stability and a low voluntary turnover rate—5.8 percent.

OUR WORKFORCE IS STRONG Approximately 16,000 of our nearly 26,000 coworkers are covered by collective bargaining agreements and 41 percent of our employees have a tenure of more than 10 years, with an average tenure of 11 years.

2022 Joint Proxy Statement    5

• We have built strong Diversity, Equity, and Inclusion (DEI) programs that foster a diverse, equitable, and inclusive culture and workforce.

Our workforce offers diverse perspectives	Our coworkers represent five generations, most of whom are Millennials, Gen X, and Boomers5	Racial and gender diversity among our management

•    We support 14 Employee Resource Groups (ERGs) and Engineering Network Groups (ENGs) that hosted 132 virtual events in 2021. The discussions ranged from professional development series to intersectional presentations on identity and bias, some featuring members of PG&E’s Boards of Directors. In 2021, our Black ERG president was recognized with the "Above and Beyond" award for ERG Leadership by Seramount, a leading organization promoting DEI in the workplace.

•    More than 100 scholarship awards, totaling nearly $200,000, are being made available through scholarships created by PG&E’s ERGs and ENGs. The winners receive awards ranging from $1,000 to $6,000 for exemplary scholastic achievement and community leadership.

•    We have scored 100 on the Corporate Equality Index by the Human Rights Campaign for 18 years straight. We also earned a spot in the “Best Places to Work for LGBTQ+ Equality 2022” by the Human Rights Campaign and a Disability Equality Index of 100 for the 7th year by DisabilityIN.

•    We demonstrated deep commitment to diversity, equity, and inclusion by adopting a Human Rights policy, published in our 2021 Corporate Sustainability Report.

• We create careers for our co-workers. PG&E Academy develops PG&E’s next leaders and provided:

Of technical, leadership and coworker training	In-person student dayswithout a single COVID-19 transmission	Increase in virtual training since pre-pandemic, now delivering over 7,000 student days virtually	Apprenticeship programs that reduce barriers to entry for prospective employees

• We create opportunity with PowerPathway, an innovative program designed to prepare a talent pool of local qualified diverse candidates, including women and military veterans, for high demand jobs in the utility and energy industry by providing eight weeks of training. In 2021, 83 percent of our PowerPathway graduates were hired by PG&E. This year, we celebrate the 15th year of the PowerPathway program as well as the 50th cohort to graduate. More than 1,100 Californians have completed the program since its inception.

Planet

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.

5 Generational data refers to "Millennials" for individuals born between 1981-1996, "Gen X" between 1965-1980, and "Boomers" between 1946-1964.

2022 Joint Proxy Statement    6

WE ARE FOCUSED ON PROTECTING AND PRESERVING CALIFORNIA’S NATURAL BEAUTY As one of California’s largest private landowners, we are committed to environmental stewardship. We continue to make significant progress in implementing Habitat Conservation Plans, which enable PG&E to efficiently conduct operations and maintenance activities while protecting threatened and endangered species and their habitats. We also permanently protected nearly 5,000 acres of land last year as part of our Land Conservation Commitment, which ultimately is planned to protect approximately 140,000 acres of PG&E-owned watershed lands in perpetuity.

Today, 1 in every 5 solar rooftops in the country are in PG&E’s service area and 1 in 6 electric vehicles in the U.S. plugs into PG&E’s grid. We are excited about the growth opportunities that a cleaner future presents for PG&E and our customers, including a strong push for more electric vehicles. We also believe clean energy should be affordable for and inclusive of all economic and social backgrounds.

In 2021, we:

• Delivered clean electricity to customers that was 93 percent greenhouse gas emissions-free.

•    Remained on track to meet the Million Ton Challenge, a voluntary goal to avoid one million tons of greenhouse gas emissions from our operations over five years.

•    Helped customers avoid emissions through energy efficiency programs, supporting California’s goal to double energy efficiency in existing buildings by 2030.

•    Pursued decarbonization initiatives for the Utility’s natural gas delivery system, including working to interconnect several renewable natural gas projects.

Our progress includes:

Delivered some of the nation’s cleanest electricity to customers — estimated 50 percent from renewable sources, and on track to meet the state's 2030 goal	Interconnected more than 600,000 private solar customers	Awarded contracts for more than 3,300 MW of battery energy storage to be deployed through 2024

Installed nearly 5,000 charging ports for electric vehicles, 39 percent of which are in disadvantaged communities	More than 33,000 customers installed battery storage, with more than 360 MW of capacity	Integrated climate change adaptation planning into our risk management processes

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).

2022 Joint Proxy Statement    7

California's Prosperity

We believe clean energy alternatives need to be affordable for and inclusive of all economic backgrounds, and we are addressing energy affordability and accessibility along with the California Public Utilities Commission (CPUC).

•     We helped 207,000 customers enroll in the California Alternate Rates for Energy program, providing income-qualified customers with a monthly discount on their Utility bill, for a total of 1.55 million PG&E customers enrolled in the program.

•     We helped customers avoid more than 645,000 metric tons of carbon dioxide emissions through our energy efficiency programs.

•     We run one of the largest Strategic Energy Management programs, focused on large customers in the agricultural and industrial sectors, and delivering an average of 10 percent annual bill savings with 45 customers enrolled in 2021 and expanding to 65 customers in 2022. The program educates facility staff on how to reduce energy waste and better influence operational change.

• We continue to work with customers who are having difficulty paying their bills. Over 1 million PG&E customers are enrolled in payment plans or the Arrearage Management Plan (AMP), both focused on helping customers reduce unpaid balances over time and protecting those enrolled from disconnection. The AMP offers up to $8,000 in unpaid balance forgiveness to qualifying customers.

•    We help our communities prosper with a long-standing commitment to supplier diversity. Our supplier diversity program reached $4.01 billion of spending with more than 630 diverse suppliers, representing 38.7 percent of our total spend. We offer technical assistance workshops focused on sustainability, including best practices for measuring greenhouse gas emissions.

•     We allocated a $2 million grant to local FireSafe Councils to reduce the increased threat of wildfires due to tree mortality in northern and central California. Forty-four percent of Wildfire Risk contract dollars were allocated to California-based diverse suppliers in 2021.

2022 Joint Proxy Statement    8

COMMUNITY SUPPORT We support our hometowns through charitable giving programs and through our own donations and matching donations. Our coworkers volunteered in 42 virtual and in-person events, supporting community organizations throughout our service territory.

Performance

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.

•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.

•    We met our Wildfire Mitigation Plan (WMP) commitments with continued focus on improvements in system hardening, vegetation management, system inspections and monitoring, and modeling capabilities, but our work is not done until catastrophic wildfires stop.

Our overall WMP progress includes:

Sectionalized devices installed: 1,209 since 2019	Enhanced vegetation management: 6,359 line miles completed since 2019	System hardening: 741 line miles hardened since 2018

Weather stations: 1,313 stations installed since 2018	High-definition cameras: 502 cameras installed since 2018	480,000 poles inspected in High Fire Threat Districts and High Fire Risk Areas in 2021

•    We have committed to making a “game-changing” investment in undergrounding power lines as a long-term solution to preventing wildfires. We completed more than 70 miles. We are planning to deploy another 175 miles in 2022, and with greater efficiencies and forecasted reduction in costs, we are aiming at a target of 3,645 by the end of 2026. Our work will focus on areas where undergrounding can have the greatest effect on reducing wildfire risk and PSPS for customers.

2022 Joint Proxy Statement    9

•    We launched the EPSS program, which allows for automatic shutdown of electric lines if the electric system senses a problem. EPSS was enabled on approximately 45 percent of high-risk, fire-threat distribution power lines. This led to an 80 percent decrease in CPUC reportable ignitions across 169 circuits (approximately 11,000 miles) where EPSS was first implemented and a 40 percent decrease across 800 circuits (approximately 25,000 miles) traversing high fire threat districts. We plan to expand the program to 100 percent of the powerlines in these districts.

•    The PSPS program was more targeted and focused. We reduced the number of PSPS events to 5 with lowering the number of customers impacted by 712 percent compared to 2020 (from 653,000 to 80,400 customers).

Altogether, PG&E’s wildfire safety and undergrounding efforts are combining to make the companies’ system safer and more resilient in the face of evolving climate challenges. These efforts coupled with increased customer investments result in projections of 10 percent non-GAAP core earnings per share6 compound average growth from 2022 through 2026. We are also projecting approximately 9 percent compound average growth for rate base over the same period, largely driven by wildfire mitigation capital investments.

Cautionary Statement Concerning Forward-Looking Statements

This Joint Proxy Statement contains forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans, and strategies of PG&E Corporation and the Utility, as well as forecasts and estimates regarding PG&E Corporation’s non-GAAP core earnings per share, rate base growth, PSPS program, WMP, and other financial and operating expectations, estimates, plans, and strategies. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in PG&E Corporation’s and the Utility’s annual report on Form 10-K for the year ended December 31, 2021 and other reports filed with the SEC, which are available on PG&E Corporation’s website at pgecorp.com and on the SEC website sec.gov. PG&E Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.

6“Non-GAAP core earnings” and “Non-GAAP core earnings per share” are non-GAAP financial measures. GAAP refers to "Generally Accepted Accounting Principles." See Exhibit A at the end of Compensation Discussion and Analysis for a reconciliation of results based on non-GAAP core earnings to results based on income available for common shareholders in accordance with GAAP.

2022 Joint Proxy Statement    10

Proposal 1: Election of Directors of PG&E Corporation and Pacific Gas and Electric Company

Board Recommendation: Vote "FOR" Each Nominee What are you voting on? At the Annual Meetings, PG&E Corporation and Utility directors are elected to hold office until the 2024 Joint Annual Meetings, or until their successors are elected and qualified, except in the case of death, resignation or removal of a director. If any of the nominees is unable at the time of the Annual Meetings to accept nomination or serve as a director, the proxy holders named on the PG&E Corporation or Utility Proxy Card (as applicable) will vote for substitute nominees at their discretion.

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. 

Name	Age	Independent
Rajat Bahri	57	ü
Jessica L. Denecour	60	ü
Admiral Mark E. Ferguson III, USN (ret.)	65	ü
Robert C. Flexon	63	ü
W. Craig Fugate	62	ü
Patricia K. Poppe	53
Dean L. Seavers	61	ü
William L. Smith	64	ü

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NOMINEES

Class “B” Directors (Standing for Election in 2022)

Rajat Bahri	Director Since	Age	Current Board Committees
	July 2020	57	•Audit •Finance and Innovation
	Current Position Chief Financial Officer, ID.me
Skills Matrix Financial Performance and Planning Technology and Cybersecurity Large Scale Customer Experience	Background •Chief Financial Officer, ID.me (Digital identity network) (2021 to present) •Chief Financial Officer, Wish (Digital marketplace) (2016 to 2021) •Chief Financial Officer, Jasper Technologies (Internet of Things service platform) (2013 to 2016) •Chief Financial Officer, Trimble Navigation (Information technology) (2005 to 2013) Experience, Skills, and Expertise Mr. Bahri is a seasoned Chief Financial Officer with public company experience and extensive knowledge of finance, financial performance and planning and audit. He is skilled at building enterprise-wide systems and teams, and brings decades of experience in executive compensation, enterprise risk management, corporate governance, as well as the operation of audit committees. As a California resident, Mr. Bahri also provides the perspective of a utility customer to the Board. Past Public Company Board Service •STEC, Inc. (2008 to 2011) (Chair of the Audit Committee)

Jessica L. Denecour	Director Since	Age	Current Board Committees
	July 2020	60	•Sustainability and Governance (Chair) •Safety and Nuclear Oversight •Executive
	Recent Position Former Senior Vice President and Chief Information Officer, Varian Medical Systems
Skills Matrix Technology and Cybersecurity Workforce and/or Public Safety Risk Management	Background •Senior Vice President, Chief Information Officer, Varian Medical Systems (Medical device manufacturer and software for cancer treatments) (2006 to 2017) •Vice President, Global IT Application and Solution Services and Global Infrastructure and Operations, Agilent Technologies (Chemical analysis, life sciences, and diagnostics) (2000 to 2005) Experience, Skills, and Expertise Ms. Denecour has more than 30 years of experience leading global companies into the digital age. As a senior executive and Chief Information Officer, she gained a deep understanding of threats and mitigations in cybersecurity risk management, and experience overseeing investments in new, innovative technology. During her career, she led multiple IT transformations, built effective data privacy and security programs, and implemented state-of-the-art IT governance and systems. A long-time California resident and utility customer, Ms. Denecour has also demonstrated a commitment to the community through her board work supporting gender parity in the boardroom, and creativity and lifelong learning in children. Past Public Company Board Service •MobileIron (2017 to 2020) (Chair of the Cybersecurity Committee and Sustainability and Governance Committee) Other Board Service •Athena Alliance (2016 to 2018) (founding member) •Children's Discovery Museum of San Jose (2010 to 2017)

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Admiral Mark E. Ferguson III, USN (ret.)	Director Since	Age	Current Board Committees
	July 2020	65	•People and Compensation (Chair) •Safety and Nuclear Oversight •Executive
	Current Position Independent Defense and Aerospace Consultant
Skills Matrix Nuclear Generation Safety Workforce and/or Public Safety Management Incentives	Background •Independent Aerospace and Defense Consultant, MK3 Global LLC (2016 to present) •Advisor, Defense Science Studies Group, Institute for Defense Analyses (2019 to present) •Advisor, Allied Command Operations, NATO (2018 to present) •Senior Advisor, McKinsey & Company (2016 to 2020) •Commander of the U.S. Naval Forces in Europe and Africa (2014 to 2016); Vice Chief of Naval Operations (2011 to 2014), U.S. Navy Experience, Skills, and Expertise Admiral Ferguson brings decades of experience in nuclear reactor operations, nuclear propulsion engineering, risk and change management, and cyber preparedness from his 38-year career in the U.S. Navy. Through his leadership positions in the U.S. Navy, he directed the transformation of its personnel management system and education programs. His organization received the Workforce Magazine Optimas Award for innovative personnel policies supporting diversity and women in the workplace. Adm. Ferguson presently is a member of several veteran service organizations and holds a NACD certification in cyber risk oversight. Public Company Board Service •VSE Corporation (2017 to present) Other Board Service •Center for Naval Analyses (2017 to 2021) (Chair of the Audit Committee)

Robert C. Flexon	Director Since	Age	Current Board Committees
	July 2020	63	•Executive (Chair, Corporation Committee) •Audit •Finance and Innovation
	Recent Position Former President and Chief Executive Officer, Dynegy Inc.
Skills Matrix Risk Management Financial Performance and Planning Management Incentives	Background •President and Chief Executive Officer, Dynegy Inc. (Independent power producer) (2011 to 2018) •Chief Financial Officer, UGI (Electric and natural gas utility) (2011) •Chief Executive Officer, Foster Wheeler (Engineering and Construction) (2009 to 2010) Experience, Skills, and Expertise Mr. Flexon, our Corporation's Independent Board Chair, provides executive leadership experience in the competitive power and oil and gas sectors. During his time at Dynegy, he executed cultural, operational, and financial restructuring that tripled the company's size and achieved top decile safety performance, as well as enhanced employee engagement. Mr. Flexon brings extensive safety, risk management and labor relations experience, as well as experience with turnarounds, having led both Dynegy’s 2011 bankruptcy and NRG Energy's post-bankruptcy exit. Public Company Board Service •Capstone Turbine (2018 to present) (Chair of the Board, Chair of Audit Committee, and Chair of Compensation Committee) •Charah Solutions, Inc. (2018 to present) (Chair of Audit Committee) •TransAlta Corporation (2018 to 2020) •Westmoreland Coal Company (2016 to 2019) •Dynegy (2011 to 2018) Other Board Service •ERCOT (Texas Independent System Operator) (2021 to present)

2022 Joint Proxy Statement    13

W. Craig Fugate	Director Since	Age	Current Board Committees
	July 2020	62	•Safety and Nuclear Oversight •Sustainability and Governance
	Current Position Chief Emergency Management Officer, One Concern
Skills Matrix Wildfire Safety, Prevention and Mitigation Climate Change and Climate Resilience Nuclear Generation Safety	Background •Chief Emergency Management Officer, One Concern (Emergency management technology) (2017 to present) •Senior Instructor and Advisor, U.S. Army Civilian Emergency Management Program (2017 to present) •Administrator of the Federal Emergency Management Agency (FEMA) (Appointed by the President, Senate Confirmed) (2009 to 2017) Experience, Skills, and Expertise Mr. Fugate has a deep background in emergency management and crisis response at the county, state, and federal level. During his time at FEMA, Mr. Fugate led the organization through multiple record-breaking disaster years and oversaw the Federal Government’s response to major events, such as the Joplin and Moore tornadoes, Hurricane Sandy, Hurricane Matthew, and the 2016 Louisiana flooding. Mr. Fugate has a strong track record in establishing a robust safety culture and driving a community-oriented approach to emergency management. Other Board Service •America’s Public Television Stations (2017 to present)

Patricia K. Poppe	Director Since	Age	Current Board Committees
	January 2021	53	•Executive
	Current Position Chief Executive Officer, PG&E Corporation
Skills Matrix Workforce and/or Public Safety Utility Operations or Related Engineering Experience Labor Relations	Background •Chief Executive Officer, PG&E Corporation (2021 to present) •President and Chief Executive Officer, CMS Energy Corporation and Consumers Energy (2016 to 2020) Experience, Skills, and Expertise Ms. Poppe brings over 15 years of experience, including as chief executive, in the highly regulated utility industry. Under her leadership, CMS Energy and Consumers Energy earned consistent industry recognition and maintained strong operational and financial performance. PG&E values Ms. Poppe’s extensive utility experience championing safety and workplace equity, developing strong working relationships with labor, and building broad support for clean energy. She demonstrates a commitment to the community through her board work supporting the California Chamber of Commerce. Public Company Board Service •Whirlpool Corporation (2019 to present) Other Board Service •California Chamber of Commerce (2022 to present) •Electric Power Research Institute (2021 to present) •Institute of Nuclear Power Operations (2021 to present) •AEGIS Insurance Services, Inc. (2019 to present) •Edison Electric Institute (2016 to present) •American Gas Association (2018 to 2022)

2022 Joint Proxy Statement    14

Dean L. Seavers	Director Since	Age	Current Board Committees
	July 2020	61	•Executive (Chair, Utility Committee) •Finance and Innovation (Chair) •People and Compensation
	Recent Position Former President and Executive Director, National Grid
Skills Matrix Financial Performance and Planning Large Scale Customer Experience Labor Relations	Background •President and Executive Director, National Grid (Multinational electric and gas utility) (2015 to 2020) •Founder and Chief Executive Officer, Red Hawk Fire & Security (Facilities services) (2012 to 2018) •Chief Executive Officer, GE Security (2007 to 2012) Experience, Skills, and Expertise Mr. Seavers, our Utility's Independent Board Chair, brings a global perspective and broad utility and safety leadership experience to the Boards of the Corporation and the Utility. He has a deep background in risk management, employee and workforce safety, and operational planning in large customer-oriented companies. During his tenure at National Grid, he led its business transformation to improve financial performance, safety, and employee engagement, and designed and executed National Grid’s U.S. strategy—a multinational energy company with a hyper-local focus—which is particularly relevant as PG&E continues to implement its regionalization model to drive a customer-centered approach. Public Company Board Service •AMETEK, Inc. (2022 to present) •James Hardie Corporation (2021 to 2022) •Albemarle Corporation (2018 to present)

William L. Smith	Director Since	Age	Current Board Committees
	October 2019	64	•Finance and Innovation •Safety and Nuclear Oversight
	Recent Position Retired President of Technology Operations, AT&T Services, Inc.
Skills Matrix Technology and Cybersecurity Utility Operations or Related Engineering Experience Large Scale Customer Experience	Background •Interim Chief Executive Officer, PG&E Corporation (2020) •President, Technology Operations (2014 to 2016); President, Network Operations (2008 to 2014), AT&T (Telecommunications) Experience, Skills, and Expertise Mr. Smith brings in-depth knowledge of PG&E’s operations to the Boards, having served as the Interim Chief Executive Officer in 2020 while PG&E Corporation searched for a long-term leader. He also brings decades of technology, and strategy experience from his 37-year tenure at AT&T. This includes large-scale integration and modernization of vast infrastructure networks, identification and implementation of new technologies, and a track record of delivering on commitments to public and employee safety. Additionally, Mr. Smith offers expertise in cybersecurity, having led the operational cybersecurity team at AT&T and having had significant interaction with the NSA, FBI, and DHS on cyber matters. Past Public Company Board Service •OCLARO, Inc. (2012 to 2018) Other Board Service •Tillman Networks (2017 to present) (Chair of the Board)

2022 Joint Proxy Statement    15

Class “A” Directors (Not Standing for Election in 2022)

Cheryl F. Campbell	Director Since	Age	Current Board Committees
	April 2019	62	•Safety and Nuclear Oversight (Chair) •Sustainability and Governance •Executive
	Current Position Energy Industry Consultant
Skills Matrix Natural Gas Transmission, Distribution, and Safety Utility Operations or Related Engineering Experience Workforce and/or Public Safety	Background •Senior Vice President, Gas (2015 to 2018); Vice President (2011 to 2015); Director, Gas Asset Strategy (2004 to 2008), Xcel Energy (Electric and natural gas utility) Experience, Skills, and Expertise Ms. Campbell has deep experience in risk management and oversight, as well as employee and public safety. She has worked on safety regulations at the national level, serving on the Department of Transportation's Gas Pipeline Advisory Committee, and with organizations involved in environmental sustainability. Ms. Campbell was a member of the independent panel assessing the enterprise risk management and overall safety of the 11 gas utilities in Massachusetts in the aftermath of the September 2018 explosions and fires in Merrimack Valley. Other Board Service •Women's Leadership Foundation (2020 to present) (Chair of the Board) •Gold Shovel Association (2020 to present) •JANA Corporation (2020 to present) •Summit Utilities, Inc. (2020 to present) •National Underground Group (2018 to present)

Kerry W. Cooper	Director Since	Age	Current Board Committees
	July 2020	50	•Finance and Innovation •People and Compensation
	Recent Position Former President and Chief Operating Officer, Rothy's Inc.
Skills Matrix Large Scale Customer Experience Financial Performance and Planning Innovation and Technology in Clean Energy	Background •President and Chief Operating Officer, Rothy's (Consumer goods) (2017 to 2020) •Chief Executive Officer, Choose Energy (National energy marketplace) (2013 to 2016) •Chief Operating Officer, Chief Marketing Officer, Modcloth (Consumer goods) (2010 to 2013) Experience, Skills, and Expertise Ms. Cooper brings extensive experience in implementing large-scale customer programs, which is critical as the Boards oversee PG&E’s efforts to regionalize and bring operations closer to the customer. During her time at Choose Energy, she built the brand and oversaw its expansion to all deregulated states and natural gas and solar, resulting in a sustainable business model. Ms. Cooper has previously been responsible for managing financial reporting at several companies. She also provides the perspective of a PG&E customer and California resident. Public Company Board Service •Upstart Holdings (2021 to present) •TPB Acquisition (2021 to present) Other Board Service •Gradient (2020 to present) •Fernish (2020 to present)

2022 Joint Proxy Statement    16

Arno L. Harris	Director Since	Age	Current Board Committees
	July 2020	52	•Audit •Sustainability and Governance
	Current Position Managing Partner, AHC
Skills Matrix Innovation and Technology in Clean Energy Climate Change and Climate Resilience Technology and Cybersecurity	Background •Managing Partner, AHC (Clean energy and transportation consulting) (2015 to present) •Chief Executive Officer, Alta Motors (Electric motorcycle manufacturer) (2017 to 2018) •Founder and Chief Executive Officer, Recurrent Energy (Utility-scale solar project                developer) (2006 to 2015) Experience, Skills, and Expertise Mr. Harris brings 25 years of experience in clean technology and renewable energy through his work on climate change through the intersection of technology, business, and public policy. His understanding of energy, sustainability, and commercial operations within California's regulatory environment contributes to the Boards' effective oversight of ESG and climate change issues. Mr. Harris is also a longtime California resident and PG&E customer who has demonstrated a commitment to the community through his work supporting Tipping Point Community, a non-profit focused on alleviating poverty. Public Company Board Service •ArcLight Clean Transition II (2021 to present) •Azure Power Global Limited (2016 to present) (Chair of Audit Committee; Chair of Capital Committee) Past Public Company Board Service •ArcLight Clean Transition (2020 to 2021)

Carlos M. Hernandez	Director Since	Age	Current Board Committees
	March 2022	67	•Audit •Finance and Innovation
	Recent Position Former Chief Executive Officer, Fluor Corporation
Skills Matrix Risk Management Financial Performance and Planning Workforce and/or Public Safety	Background •Chief Executive Officer (2019 to 2020); Interim Chief Executive Officer (2019); Executive Vice President, Chief Legal Officer, and Secretary (2007 to 2019), Fluor Corporation (Engineering and construction) •General Counsel and Secretary, Arcelor Mittal Americas (Steel and mining) (2004 to 2007) Experience, Skills, and Expertise Mr. Hernandez brings decades of experience in legal affairs, risk management, financial restructuring, and corporate governance and compliance. He has a strong foundation in law, business, and engineering, having served as General Counsel of publicly-traded companies in engineering, procurement, construction (EPC), manufacturing, and distribution. During his time at Fluor Corporation, he developed, led, and executed project risk assessment, established new selectivity criteria, and restored confidence in the company's financial reporting. He has experience with environmental and safety matters, as well as government affairs. Past Public Company Board Service •Fluor Corporation (2019 to 2020) Other Board Service •Steward Health Care Systems (2021 to Present) •NuScale Power (2011 to 2019)

2022 Joint Proxy Statement    17

Michael R. Niggli	Director Since	Age	Current Board Committees
	July 2020	72	•People and Compensation •Safety and Nuclear Oversight
	Recent Position Retired President and Chief Operating Officer, San Diego Gas & Electric Company
Skills Matrix Wildfire Safety, Prevention and Mitigation Natural Gas Transmission, Distribution, and Safety Nuclear Generation Safety	Background •President and Chief Operating Officer (2010 to 2013); Chief Operating Officer (2007 to 2010), San Diego Gas & Electric Company (SDG&E) •Chief Operating Officer, Southern California Gas Company (2006 to 2007) Experience, Skills, and Expertise With more than four decades of experience in the utility and energy sector, Mr. Niggli brings significant operations, risk management, and leadership experience, particularly in regulated utilities. Mr. Niggli provides in-depth knowledge of the California regulatory landscape, and during his leadership role at SDG&E established the first-of-their-kind wildfire and public safety programs aimed at reducing wildfire risks. He has been a longtime supporter of and leader for the Great Basin National Park Foundation, working to make accessible the natural resources of the park. Mr. Niggli also currently serves on the Dean’s Advisory Council for California State University, Long Beach. Public Company Board Service •ESS, Inc. (2015 to present) (Chair of the Board) •Avanea Energy Co. (2021 to present) Other Board Service •American Transmission Company (2015 to present) •ESVAL (2015 to present) •ESSBIO (2015 to present)

Benjamin F. Wilson	Director Since	Age	Current Board Committees
	July 2020	70	•Audit (Chair) •Sustainability and Governance •Executive
	Recent Position Retired Chairman, Beveridge & Diamond PC
Skills Matrix Risk Management Climate Change and Climate Resilience Management Incentives	Background •Chairman (2017 to 2021); Managing Principal (2008 to 2016), Beveridge & Diamond P.C. (Environmental law practice) •Adjunct Professor, Howard University (2004 to present) Experience, Skills, and Expertise Mr. Wilson brings a depth of experience, having been lead counsel in numerous complex environmental and regulatory matters for major consumer product corporations, retailers, oil and gas companies, municipalities, and developers. His service as Monitor for the Duke Energy coal ash spill remediation project and as Deputy Monitor in the Volkswagen emissions proceedings provides an important perspective to the Board. Mr. Wilson also offers deep experience with environmental justice issues and is a recognized leader on diversity and inclusion issues in the legal profession. Other Board Service •Northwestern Mutual Life Insurance Company (2010 to present) (Lead Director, Audit Committee member) •Environmental Law Institute (2017 to present) •Dartmouth College (2012 to 2020) (Chair of Audit Committee)

2022 Joint Proxy Statement    18

Adam L. Wright	Director Since	Age	Non-Independent Director, Pacific Gas and Electric Company Board
	February 2021	44
	Current Position Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company
Skills Matrix Utility Operations or Related Engineering Experience Innovation and Technology in Clean Energy Wildfire Safety, Prevention, and Mitigation	Background •Executive Vice President of Operations and Chief Operating Officer, Pacific Gas and Electric Company (2021 to present) •President and Chief Executive Officer (2018 to 2021); Vice President, Gas Delivery (2015 to 2017); Vice President, Wind Generation & Development (2012 to 2015), MidAmerican Energy Company (MEC) Experience, Skills, and Expertise Mr. Wright provides the Utility Board with knowledge of the Utility’s operations, experienced utility leadership, and engineering background. He also brings experience in safety, compliance, operations, customer service, natural gas, renewable generation, and transmission and distribution developed during his career with MEC and other Berkshire Hathaway Energy companies. As the Utility's Executive Vice President, Operations and Chief Operating Officer, Mr. Wright focuses on safety, increasing connectivity among operational groups, and promoting operational excellence. Other Board Service •Nuclear Energy Institute (2021 to present) •American Gas Association (2018 to present) •MEC (2018 to 2021) •Iowa Business Council (2018 to 2021) •Iowa Utility Association (2018 to 2021)

2022 Joint Proxy Statement    19

Diversity

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.

			Committee Memberships
	Independent	Diverse	Audit	Finance & Innovation	People & Compensation	Safety & Nuclear Oversight	Sustainability & Governance
Class B
Rajat Bahri	•	API	•	•
Jessica L. Denecour	•	G				•	*
Mark E. Ferguson	•	CAU			*	•
Robert C. Flexon	•	CAU	•	•
W. Craig Fugate	•	CAU				•	•
Patricia K. Poppe		G
Dean L. Seavers	•	AA		*	•
William L. Smith	•	CAU		•		•
Class A
Cheryl F. Campbell	•	G				*	•
Kerry W. Cooper	•	G		•	•
Arno L. Harris	•	CAU	•				•
Carlos M. Hernandez	•	HSP	•	•
Michael R. Niggli	•	CAU			•	•
Benjamin F. Wilson	•	AA	*				•
Adam L. Wright		AA

API = Asian, Pacific Islander AA = African American CAU = Caucasian HSP = Hispanic/Latinx G = Gender Diversity * = Chair

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

•	Corporation Chief Executive Officer	•	Utility Chief Operating Officer	•	Independent Chair of Utility Board of Directors/Chair of Finance Committee
•	Chair of Audit Committee	•	Chair of Safety and Nuclear Oversight Committee	•	Chair of Sustainability and Governance Committee

2022 Joint Proxy Statement    20

Independence

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.

We found no transactions or relationships that would compromise any non-employee director’s general independence during 2021 and thus required the Boards' consideration and review.

There are no familial relationships between any director of the Corporation or the Utility, executive officer of the Corporation or the Utility, or person nominated or chosen to become a director or executive officer of the Corporation or the Utility.

Skills

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.

Skills Matrix
•	Wildfire safety, preparedness, prevention, mitigation, response and/or recovery	•	Workforce safety and public safety
•	Technology and cybersecurity	•	Nuclear generation safety
•	Natural gas transmission, distribution, operation, and safety	•	Public policy (legal, regulatory, or government)
•	Leadership in the energy or utility industry	•	Utility operation or related engineering experience
•	Innovation and technology in the clean energy or utility industry	•	Risk management (including enterprise risk management)
•	Climate change mitigation or climate resilience	•	Renewable energy and related engineering experience
•	Financial performance and planning	•	Financial literacy
•	Audit	•	Management incentives
•	Labor relations	•	Large-scale customer experience
•	Public company board experience	•	Community leadership

2022 Joint Proxy Statement    21

GOVERNANCE

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

•	All non-executive directors are independent, including Board chairs	•	Regular executive session meetings without management
•	All independent committees (other than Executive Committees)	•	Ongoing director education
•	Proxy access provisions consistent with market standards: 3 percent for 3 years	•	Board oversight of key areas, including risk, cybersecurity, safety, sustainability, and compliance and ethics
•	Director over-boarding policy prohibiting service on more than three public company boards	•	Executive and director stock ownership guidelines
•	Majority vote for directors, with mandatory resignation policy and plurality carve-out for contested elections	•	One share, one vote
•	Policy limiting obtaining certain types of services from the independent auditor	•	Board input into agendas
•	Annual Board and Committee evaluations	•	Confidential voting policy for uncontested elections
•	No anti-takeover poison pill — shareholder approval required for adoption	•	No supermajority vote requirements

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.

Leadership Structure

PG&E Corporation

The positions of Chair, currently held by Robert C. Flexon, and Principal Executive Officer (PEO), currently held by Patricia K. Poppe, have been separated since March 2017. The Corporation Board believes that it is appropriate to separate the Chair and Chief Executive Officer (CEO) positions, so that the PG&E Corporation CEO (Ms. Poppe) can focus on management of the business and execution of key strategic initiatives, while Mr. Flexon leads the Board’s independent oversight of management.

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.

Pacific Gas and Electric Company

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.

Independent Chairs

At each company, if the Chair is not independent, then the independent directors must elect a lead independent director from among the independent chairs of the standing PG&E Corporation and Utility Board committees. Currently, each company has an independent Chair, and so neither company has a lead independent director.

2022 Joint Proxy Statement    22

Director Refreshment

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.

Board and Committee Evaluation Process

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.

Service on Other Boards

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.

All members of the Boards are in compliance with the above policies regarding service on other public company boards, as well as on audit committees of other public company boards. 

2022 Joint Proxy Statement    23

OPERATIONS

Committee Responsibilities

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.

Committee Name	Company	Scope of Responsibility/Topics Discussed
Executive	PG&E Corporation and Utility	Exercises powers and performs duties of the applicable Board, subject to limits imposed by state law.
Audit(1)	PG&E Corporation and Utility	Oversees and monitors:
		•	Integrity of the company financial statements, and financial and accounting practices
		•	Internal controls over financial reporting, and external and internal auditing programs
		•	Selection and oversight of the companies’ Independent Auditor
		•	Compliance with legal and regulatory requirements, in concert with other Board committees
		•	Related party transactions
		•	Oversees risk management, and the allocation of specific risks to committees for oversight
People and Compensation	PG&E Corporation	Oversees matters relating to compensation and benefits, including:
		•	Compensation for non-employee directors
		•	Development, selection, and compensation of policy-making officers
		•	Annual approval of the corporate goals and objectives of the PG&E Corporation CEO and the Utility CEO (or if that position is not filled, the PEOs)
		•	Management evaluation and officer succession planning
		•	Employment, compensation, and benefits policies and practices
		•	Diversity, equity, and inclusion programs
Finance and Innovation(2)	PG&E Corporation	Oversees matters relating to financial and investment planning, policies, and risks, including:
		•	Financial and investment plans and strategies, including a multi-year financial outlook
		•	Dividend policy
		•	Proposed capital projects and divestitures
		•	Financing plans
		•	Strategic investments in technology, clean energy, and technology infrastructure
Sustainability and Governance	PG&E Corporation	Oversees matters relating to selection of directors, corporate governance, and environmental, social and governance (ESG) issues, including:
		•	Recommendation of Board candidates, including a review of skills and characteristics required of Board members
		•	Selection of the chairs and membership of Board committees, and the nomination of a lead director of each company’s Board, as necessary
		•	Corporate governance matters, including the companies’ governance principles and practices, and the review of shareholder proposals
		•	Evaluation of the Boards’ performance and effectiveness
		•	Climate change and climate resilience planning
		•	Environmental compliance
		•	Charitable and political contributions

2022 Joint Proxy Statement    24

Committee Name	Company	Primary Duties/Scope of Responsibility
Safety and Nuclear Oversight	PG&E Corporation and Utility	Oversees matters relating to safety, risk, wildfire safety, and operational performance, including:
		•	Safety programs, promotion of safety culture, and long-term and short-term safety plans
		•	Wildfire risk reduction and performance against the wildfire safety commitments made by the Utility
		•	Operational performance and risks related to the Utility’s nuclear, generation, and gas and electric transmission and distribution facilities
		•	Cybersecurity

(1)    Established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

(2)    Each year, the Finance and Innovation Committee presents for the PG&E Corporation and the Utility Boards’ review and/or concurrence (1) a multi-year financial outlook for the Corporation and the Utility that, among other things, summarizes projected financial performance and establishes the basis for the annual budgets, and (2) an annual financial performance plan that establishes financial objectives and sets operating expense and capital spending budgets that reflect the first year of the multi-year financial outlook. Members of the Boards receive regular reports that compare actual to budgeted financial performance and provides other information about financial and operational performance.

Committee Membership Requirements

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):

• Rajat Bahri • Robert C. Flexon • Arno L. Harris • Benjamin F. Wilson

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):

•    Specific substantial expertise related to wildfire safety, wildfire prevention, and/or wildfire mitigation

•    Specific substantial expertise related to the safe operation of a natural gas distribution company

•    Specific substantial expertise related to enterprise risk management, including cyber security, and/or experience with nuclear safety

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

Orientation and Continuing Education

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.

Commitment to Our Board

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.

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	Audit(1)	People & Compensation	Finance & Innovation	Sustainability & Governance	Safety & Nuclear Oversight(1)
Number of Meetings in 2021	7	10	6	7	9
Attendance	96%	93%	97%	97%	100%

(1) Meetings of the Corporation and Utility committees are concurrent, and numbers reflect numbers for both committees.

Shareholder Engagement

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:

•	Meetings with large institutional investors	•	Quarterly earnings calls and investor days
•	Presentations at investor and industry conferences	•	Correspondence with directors

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.

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OVERSIGHT

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.

Risk

PG&E has an enterprise risk management program that uses a consistent framework to identify and manage significant risks. We work closely with our key regulators on the risk framework, seeking and reflecting their input, and we use this framework in our rate case proceedings. As a part of the governance structure, the Chief Risk Officer is accountable to the CEO and the Board for ensuring

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' oversight of risk management programs ensures that programs are designed and implemented by management appropriately, and are functioning as intended. It begins with the Audit Committees, which review the full spectrum of key enterprise risks on an annual basis. The Audit Committees' oversight includes allocation of responsibility for an in-depth review of each enterprise risk to various Board committees, based on the scope of each Committee's charter. Management provides regular reports to the Committees on the effectiveness of risk mitigations for each risk, including looking ahead and planning for future conditions. Each committee provides a report of its activities to the Boards. The specific allocation of Board-level risk oversight was most recently reviewed by the Audit Committees in December 2021.

Board and Committee Risk Oversight Responsibilities
Audit: Oversees enterprise risk program, and guidelines and policies that govern the processes by which major risks are assessed and managed. Allocates oversight of specific risks to Committees.	Safety and Nuclear Oversight: Oversees risks arising from operations, including wildfire, employee and public safety, electric, gas and generation operations, other risks associated with facilities, emergency response, and cybersecurity.
Finance and Innovation: Oversees risks associated with financial markets and liquidity.	Sustainability and Governance: Oversees risks associated with climate change.
People and Compensation: Oversees potential risks arising from the companies’ compensation policies and practices.	Boards: Oversee risks associated with major investments and strategic initiatives.

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

Cybersecurity

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.

Safety

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.

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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.

Sustainability and Corporate Responsibility

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 Boards	•	Oversee ESG risks and opportunities, including the direction of the companies’ opportunities in decarbonization, electric vehicles, greening the gas supply, and helping California define and implement green energy policy.
	•	Review corporate goals related to safety, reliability, people management, and sustainability commitments.
	•	Participate in ERG events to support the companies’ diversity and inclusion initiatives.
Safety and Nuclear Oversight	•	Oversee the risks associated with the impact of climate change on operations, assets and facilities, and planned mitigations.
	•	Oversee the companies’ programs related to public, employee and contractor safety, and operational excellence.
Sustainability and Governance	•	Oversees consideration of diversity when identifying nominees to the Board.
	•	Oversees corporate sustainability issues, such as environmental compliance and leadership, climate change resilience, and community investments.
	•	Includes an annual review of PG&E's sustainability practices and performance.
People and Compensation	•	Approves incentive compensation structures, which reinforce sustainability commitments.
	•	Oversees diversity and inclusion in workforce planning and management succession.
Finance and Innovation	•	Approves capital budgets and investments in zero-carbon technologies and grid modernization.

For additional information regarding PG&E’s sustainability efforts and progress, please see our 2021 Corporate Sustainability Report, which can be accessed at the sustainability portion of PG&E Corporation’s website at pgecorp.com/sustainability.

Political Contributions

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.

Additional information regarding each company’s political engagement policies and political contributions is available at pgecorp.com/corp/about-us/corporate-governance/corporation-policies/political-engagement/contributions.page.

Ethics

Oversight of the companies' compliance and ethics programs rests with the Audit Committees of PG&E Corporation and the Utility. The Audit Committees receive regular reports on the maturity of the companies' compliance program, including external assessments. In addition, the Committees review instances of fraud, focusing on the development of strong controls to prevent and detect fraud. PG&E's Code of Conduct applies to all employees and describes our core values, which should be incorporated into every business decision. PG&E also has a Supplier Code of Conduct, as well as a Code of Conduct for members of the Boards of Directors. Additional information regarding our Codes of Conduct is available at pge-corp.com/corp/about-us/compliance-ethics/program.page.

Management Succession

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

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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.

Throughout 2021, the People and Compensation Committee addressed management succession and executive development in connection with its review of officer elections, promotions, and compensation matters during the year.

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RELATED PARTY TRANSACTIONS

Related Party Transactions Policy

The Boards of PG&E Corporation and the Utility each adopted a written policy (the companies’ Related Party Transaction Policy, or the "Policy"), which generally requires Audit Committee approval or ratification of transactions that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934 (“Item 404(a)”), except that the Policy has a lower dollar threshold than Item 404(a).

Under the Policy, at the first meeting of each year, each company’s Audit Committee reviews, approves, and/or ratifies related party transactions (other than the types of transactions that are excluded from disclosure under Item 404(a)) with values exceeding $10,000 in which either company participates and in which any “Related Party” has a material direct or indirect interest. For these purposes, “Related Party” generally includes (1) any director, nominee for director, or executive officer, (2) holders of greater than 5 percent of that company’s voting securities, and (3) those parties’ immediate family members.

After the annual review and approval of related party transactions, if either company wishes to enter into a new related party transaction, then that transaction must be either pre-approved or ratified by the applicable Audit Committee. If a transaction is not ratified in accordance with the Policy, management will make all reasonable efforts to cancel or annul that transaction.

Where it is not practical or desirable to wait until the next Audit Committee meeting to obtain approval or ratification, the Chair of the applicable Audit Committee may elect to approve a particular related party transaction. If the Chair of the applicable Audit Committee has an interest in the proposed related party transaction, then that transaction may be reviewed and approved by another independent and disinterested member of the applicable Audit Committee. In either case, the individual approving the transaction must report such approval to the full Committee at the next regularly scheduled meeting.

When reviewing any related party transaction, the Audit Committees consider whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, and whether the transaction is inconsistent with the best interests of the companies and their shareholders. The Policy also requires that each Audit Committee disclose to the respective Board any material related party transactions.

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

Related Person Transactions

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:

•Assignment Agreement: On July 1, 2020, the Utility and the Trust entered into an assignment agreement (the “Assignment Agreement”). Pursuant to the Assignment Agreement, the Utility funded the Trust with aggregate consideration consisting of $6.75 billion in cash (including $1.35 billion on a deferred basis in accordance with the Tax Benefits Payment Agreement described below) and 476,995,175 shares of PG&E Corporation common stock (the “Initial Plan Shares”). On August 3, 2020, pursuant to an antidilution provision in the Assignment Agreement, the Utility distributed an additional 748,415 shares of PG&E Corporation common stock to the Trust (together with the Initial Plan Shares, the “Plan Shares”).

• Amended and Restated Registration Rights Agreement: In addition to various obligations relating to registration of PG&E Corporation, the common stock (summarized in PG&E Corporation’s Current Report on Form 8-K filed on June 24, 2020 and July 9, 2021), PG&E Corporation is required to pay the fees and expenses for one counsel for the Trust (subject to a cap of $100,000 for the initial registration and for each assisted underwritten offering) in connection with the initial registration and each assisted underwritten offering, but excluding any underwriting discounts or commissions or fees and expenses of the Trust. During 2021, no payments were made.

• Tax Benefits Payment Agreement: On July 1, 2020, the Utility agreed to pay to the Trust in cash an aggregate amount of $1.35 billion, comprising (i) at least $650 million of tax benefits for fiscal year 2020 to be paid on or before January 15, 2021 (the “First Payment Date”), and (ii) of the remainder of the $1.35 billion of tax benefits for fiscal year 2021 to be paid on or before January 15, 2022. All payments have been made.

•Exchange Transactions: On July 2, 2021, the Corporation, the Utility, an affiliate, and the Trust entered into an agreement pursuant to which the parties committed to entering into one or more share exchange transactions for the exchange of up to an aggregate of 477,743.590 shares of PG&E Corporation common stock issued to the Trust pursuant to the Plan of Reorganization for an equal number of newly-issued shares of PG&E Corporation common stock. During 2021, no exchange transactions were conducted. On January 31, 2022, the Trust exchanged 40 million Plan Shares for newly-issued shares of PG&E Corporation common stock.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

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: 

•    Market-competitive in terms of annual compensation value, and

•    Consistent with emerging market practices and trends.

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.

Non-Employee Director Total 2021 Compensation Summary

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

Annual Retainer	Per Quarter	Annual
Non-Employee Directors(1)	$30,000	$120,000
Corporation Chair of the Board	$25,000 additional	$100,000 additional
Utility Chair of the Board(1)	$5,000 additional	$20,000 additional
Committee Chair Additional Retainers(2)
Audit Committees(1)	$7,500	$30,000
People and Compensation Committee	$5,000	$20,000
Safety and Nuclear Oversight (SNO) Committees	$5,000	$20,000
Finance and Innovation and Sustainability and Governance Committees(1)(3)	$3,750	$15,000
Special Committee Additional Retainer
As determined by the applicable Board (none paid during 2021)

Annual Equity Awards(3)
Non-Employee Directors	n/a	$140,000
Corporation Chair of the Board(1)	n/a	$80,000 additional
Pre-meeting Fees
No meeting fees for attendance at Board, Board committee, or shareholder meetings
Special Committee Per-Meeting Fees(1)
As determined by the applicable Board (none paid during 2021)

(1) No additional retainer, equity award, or per-meeting fee will be paid by the Utility for any quarter during which the director is paid a retainer, equity award, or per-meeting fee from the Corporation for the same role.

(2)    No additional retainer is paid for directors serving as members on Board committees.

(3) Prior to the reorganization of the committees in May 2021, directors also received such retainers for service on the PG&E Corporation Compliance and Public Policy Committee and the Technology and Cybersecurity Committee.

Retainers and Fees

Retainers and fees are paid as described in the summary table above. Any director who serves on the PG&E Corporation Board, Audit Committee, Executive Committee, or Safety and Nuclear Oversight Committee does not receive additional retainers for concurrent service on the Utility Board, Audit Committee, Executive Committee, or Safety and Nuclear Oversight Committee, as applicable.

Non-Employee Director Stock-Based Compensation; Compensation Limits

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

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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.

2021 Director Compensation

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.

Name	Fees Earned Or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	All Other Compensation ($)	Total ($)
Rajat Bahri	120,000	139,994			259,994
Cheryl F. Campbell	140,000	139,994			279,994
Kerry W. Cooper	120,000	139,994			259,994
Jessica L. Denecour	135,000	139,994			274,994
Admiral Mark Ferguson III	140,000	139,994			279,994
Robert C. Flexon	225,811	219,991			445,802
W. Craig Fugate	120,000	139,994			259,994
Arno L. Harris	120,000	139,994			259,994
Michael R. Niggli	120,000	139,994			259,994
Dean L. Seavers	155,000	139,994			294,994
Oluwadara J. Treseder(4)	90,000	139,994			229,994
Benjamin F. Wilson	150,000	139,994			289,994
John M. Woolard(5)	52,295	0			157,296

(1)    Represents receipt of retainers described above under “Non-Employee Director Total 2021 Compensation Summary.”

(2) Represents the grant date fair value of equity awards granted to non-employee directors of PG&E Corporation in 2021, measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“FASB ASC Topic 718”). Grant date fair value for RSUs is measured using the closing price of PG&E Corporation common stock on the date of grant. Each non-employee director elected at the 2021 Annual Meetings of shareholders of PG&E Corporation and the Utility—except the Chair of the PG&E Corporation Board—received 13,461 RSUs with a grant date value of $139,994. The Chair of the PG&E Corporation Board received 21,153 RSUs with a grant date value of $219,991. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2021 was: Mr. Bahri, Ms. Campbell, Mr. Cooper, Ms. Denecour, Mr. Ferguson, Mr. Fugate, Mr. Harris, Mr. Niggli, Mr. Seavers, and Mr. Wilson, 13,461 each; Mr. Flexon, 21,153; and Ms. Treseder and Mr. Woolard, 0 each.

(3)    No stock options were granted in 2021. No option awards were outstanding as of December 31, 2021.

(4) Ms. Treseder resigned from the Boards on October 9, 2021.

(5) Mr. Woolard did not stand for reelection to the PG&E Corporation and Utility Boards at the 2021 Joint Annual Meetings.

Stock Ownership Guidelines

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.

Effective January 1, 2022, the PG&E Corporation and Utility Boards amended these guidelines to explicitly require that non-employee directors hold 100 percent of their qualifying stock holdings until the guidelines are attained.

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Deferral of Retainers and Fees

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.

Reimbursement for Travel and Other Expenses

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.

Retirement Benefits from PG&E Corporation or the Utility

 The non-employee directors of the Boards of PG&E Corporation and the Utility are not provided retirement benefits.

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Proposal 2: Advisory Vote on Executive Compensation for PG&E Corporation and Pacific Gas and Electric Company

Board Recommendation: Vote "FOR" What are you voting on? PG&E Corporation and the Utility each asks its respective shareholders to approve, on an advisory basis, the compensation paid for 2021 to the company’s executive officers named in the Summary Compensation Table of this Joint Proxy Statement, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion.

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:

•    A significant portion of every officer’s compensation should be tied directly to PG&E Corporation’s performance without promoting excessive risk-taking.

With the exception of base salary and perquisites, all elements of 2021 annual officer compensation were tied to corporate operational and/or financial performance and, therefore, provided a direct connection between compensation and performance in the achievement of both key operating results and long-term shareholder value. For Patricia K. Poppe, the PG&E Corporation Chief Executive Officer (CEO), approximately 89 percent of 2021 target compensation was tied to corporate performance. For the other Named Executive Officers (NEOs) at year-end, approximately 75 percent of average 2021 target compensation was tied to corporate performance.

The People and Compensation Committee’s independent compensation consultant during 2021, Meridian Compensation Partners, LLC (Meridian), assessed the pay programs and advised that for 2021 the design of the companies’ incentive pay plans does not encourage excessive risk-taking. As such, incentive plan design posed a low likelihood of incenting employees to engage in behaviors that are likely to have an adverse material impact on the companies.

•    A significant component of officer compensation should be tied to PG&E Corporation’s long-term performance for shareholders in the form of long-term incentive awards.

At least 70 percent of the annual long-term incentive awards for 2021 to NEOs were made in the form of performance share units (PSUs), with four executive officers receiving 100 percent of their award in the form of PSUs. The 2021 awards can be earned depending on performance related to metrics in the areas of customer operations (weighted at 35 percent), public safety (weighted at 35 percent) and financial stability, including a total shareholder return (TSR) metric relative to our 2021 Performance Comparator Group (weighted at 30 percent). PSUs granted in 2021 will vest, if at all, at the end of a three-year period, and their value is tied to the price of PG&E Corporation common stock.

•    Target direct compensation (base salary and target incentives) should be competitive with the compensation for comparable officers in the 2021 Pay Comparator Group.

Target direct compensation for NEOs in 2021 generally was within a range of 8 percent above to 6 percent below the corresponding market median for companies in the 2021 Pay Comparator Group.

• Officer compensation program complies with legal requirements.

The officer compensation structure is designed and reviewed to reflect both the letter and spirit of legal requirements.

This vote is non-binding and is required by Section 14A of the Securities Exchange Act of 1934. PG&E Corporation and the Utility each currently plans to submit this vote to shareholders annually and expects to next submit this matter to shareholders in connection with next year’s annual shareholder meeting. If the shareholders of either company do not approve this proposal, the People and Compensation Committee and members of management will examine the reasons for disapproval and will consider those reasons when developing future executive compensation programs, practices, and policies.

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COMPENSATION COMMITTEE REPORT

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.

Mark E. Ferguson III (Chair)

Kerry W. Cooper

Michael R. Niggli

Dean L. Seavers

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COMPENSATION DISCUSSION AND ANALYSIS

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.

1. Executive Summary	37
2. Compensation Design	39
3. Compensation Governance	43
4. 2021 Compensation Decision and Outcomes	48
5. 2022 Compensation Structure	56
6. Additional Information	57

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.

PG&E Corporation (positions as of 12/31/2021)
Patricia K. Poppe	Christopher A. Foster	John R. Simon	William L. Smith
Chief Executive Officer(1)	Executive Vice President and Chief Financial Officer(2)	Executive Vice President, General Counsel and Chief Ethics & Compliance Officer	Former Interim Chief Executive Officer(3)
Pacific Gas and Electric Company (positions as of 12/31/2021)
Jason M. Glickman	Marlene M. Santos	Adam L. Wright	David S. Thomason
Executive Vice President, Engineering, Planning & Strategy(4)	Executive Vice President and Chief Customer Officer(5)	Executive Vice President, Operations and Chief Operating Officer(6)	Vice President, Chief Financial Officer and Controller
Sumeet Singh	James M. Welsch
Senior Vice President, Chief Risk Officer(7)	Senior Vice President, Generation and Chief Nuclear Officer

Notes.

(1) Effective January 4, 2021.

(2) Effective March 20, 2021. From September 26, 2020 through March 19, 2021, Mr. Foster was Vice President (VP), Investor Relations and Interim Chief Financial Officer (CFO).

(3) Resigned effective January 3, 2021. Resumed role of non-employee director of PG&E Corporation and the Utility beginning January 4, 2021.

(4) Effective May 3, 2021. Serves as a PEO and NEO of the Utility.

(5) Effective March 15, 2021. Serves as a PEO and NEO of the Utility. Also is an NEO for PG&E Corporation.

(6) Effective February 1, 2021. Serves as a PEO and NEO of the Utility. Also is an NEO for PG&E Corporation.

(7)Effective February 1, 2021. From January 1, 2021 through February 1, 2021, Mr. Singh served as Interim President, and Chief Risk Officer of the Utility.

“Supporting Information” callout boxes are used within the CD&A to provide additional context.

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Executive Summary

•    Successfully onboarded six new leaders, including Ms. Poppe as CEO. Our focus is to attract and retain experienced leaders to enable us to deliver a "hometown service" experience for our customers and communities—one tailored to the specific local needs within our distinctive geographic regions. In securing proven and experienced leaders, the People and Compensation Committee approved make-whole equity awards to offset compensation being forfeited to join our companies and cash sign-on bonuses. In the case of Ms. Poppe, the cash sign-on bonus replaced further forfeited compensation with her prior employer and aided in relocation costs. All make-whole awards and sign-on bonuses are subject to repayment or clawback provisions.

•    Maintained open dialogue with our shareholders. During 2021, we reached out to our top 25 shareholders representing nearly 66 percent of PG&E Corporation's total shares outstanding, in addition to regular ongoing dialogue. As a result, we had contact or meetings with shareholders representing approximately 28 percent of our total shares outstanding. Shareholders expressed no concerns regarding our executive compensation programs and acknowledged the need for previously disclosed payments to secure the appointment of Ms. Poppe. This feedback was reinforced with say-on-pay votes of over 93 percent at both companies last year.

•    Maintained our focus on the alignment of compensation with safety and operational performance. The design of our program is informed by the commitments applicable under our Plan of Reorganization Order Instituting Investigation (POR OII) with the CPUC, and executive compensation criteria set out in California Assembly Bill 1054 (AB 1054). In 2021, we increased the emphasis on safety and performance, with over 55 percent of executive officer target compensation based on the achievement of objective performance measures. This commitment is increased in 2022 with 100 percent of equity awards for NEOs delivered in PSUs, and the weighting of safety metrics increasing under both the short and long-term incentive programs.

•    Delivered strong financial performance. Non-GAAP core earnings were $1.08 per share for the year, compared to $1.61 per share for the same periods in 2020. Non-GAAP core earnings were consistent with guidance for the year when adjusted for potentially dilutive securities, landing at $1.00 per share.(1)

•    Reduced short-term incentive payouts by an average of 40 percent in respect of company performance for year-end NEOs. Notwithstanding improved operational and financial performance, the People and Compensation Committee, in consideration for performance on key safety and operational performance metrics, exercised negative discretion to reduce the formulaic result of 148.1 percent for the enterprise scorecard to an average score for the year-end NEOs of 91 percent. This demonstrates our commitment to align pay of our NEOs with performance.

• Reviewed and refined our executive compensation policies. In 2021, the People and Compensation Committee, with the support of its independent advisor, undertook a comprehensive review of our compensation programs and policies. As a result, several changes were approved to take effect during 2021 and 2022, including the elimination of annual cash perquisite allowances, the elimination of subsidized financial counselling services, increased executive stock ownership requirements, increased select severance multiples for the CEO, and new restrictive covenants under the 2012 PG&E Corporation Officer Severance Policy (Officer Severance Policy). These changes increase alignment with market practices and our compensation philosophy. The People and Compensation Committee will continue to evaluate the compensation program to reflect business needs, regulatory requirements, and evolving governance standards.

(1)    PG&E Corporation discloses historical financial results and bases guidance on “Non-GAAP core earnings” in order to provide a measure that allows investors to compare the underlying financial performance of the business from one period to another, exclusive of non-core items. Non-GAAP core earnings are not a substitute or alternative for income available for common shareholders presented in accordance with Generally Accepted Accounting Principles (GAAP) (see Exhibit A at the end of this CD&A for a reconciliation of results based on earnings from operations to results based on income available for common shareholders in accordance with GAAP).

Performance Highlights and Alignment with Pay

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:

•    We met our Wildfire Mitigation Plan (WMP) commitments with continued focus on improvements in system hardening, vegetation management, system inspections and monitoring and modeling capabilities, but our work is not done until catastrophic wildfires stop.

• We launched the Enhanced Powerline Safety Settings (EPSS), which allow for automatic shutdown of electric lines if the electric system senses a problem. EPSS was enabled on 45 percent of high-risk, fire-threat distribution power lines. This led to 80 percent decrease in CPUC reportable ignitions across 169 circuits (approximately 11,000 miles) where EPSS was first implemented and 40 percent decrease across 800 circuits (approximately 25,000 miles) traversing high fire threat districts. We plan to expand the program to 100 percent of the powerlines in these districts.

•    The Public Safety Power Shutoff (PSPS) program was more targeted and focused. We reduced the number of PSPS events to 5 while lowering the number of customers impacted by 712 percent compared to 2020 (from 653,000 to 80,400 customers).

However, the companies’ 2021 performance also fell short in several key areas:

• We experienced three fatalities with our contractor workforce.

• Utility assets were the ignition source of three wildfires greater than 100 acres in high fire threat districts.

• The CPUC placed the Utility into Step 1 of the Enhanced Enforcement Oversight Process, noting that management is on track with corrective action plans.

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Compensation Framework

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.

Core Pay Component and Rationale (1)	2021 NEO Target Direct Compensation Mix(2)	2021 Performance Measures	Performance Period	Form of Payment
Base Salary Fixed pay to attract and retain talent; takes account of scope, performance and experience		•   N/A	N/A	Cash
Short-Term Incentive Variable pay to incent and recognize performance in areas of short-term strategic importance		•   Electric Operations •   Gas Operations •   Generation •   Workforce Safety •   Operational Performance and Reliability •   Financial Stability Specific metrics associated with each category; see below	One year	Cash
Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders		•   Public Safety •   Customer Experience •   Financial Stability Specific metrics associated with each category; see below	Three years	PSUs (70%-100%) and RSUs (0% - 30%)

Notes.	(1)	In addition to these core direct components of compensation, NEOs received modest perquisites, were eligible to participate in post-employment benefit programs on terms broadly similar to our other employees, and were covered by an executive severance plan during 2021.
	(2)	Reflects target compensation for our NEOs who remained in service with the companies as of December 31, 2021, other than Mr. Smith given his unique and temporary compensation arrangements as Interim CEO of PG&E Corporation, Mr. Singh given the unique and temporary compensation arrangements during his brief tenure as the Interim President of the Utility, and Mr. Welsch who ceased serving as an executive officer in early 2021.

The core compensation framework is broadly consistent with how it was in 2020, with minor updates to performance metrics and their associated weightings (to, among other things, increase emphasis on safety performance and refine definitions for metrics used in previous year’s plans). We also eliminated the individual performance modifier under the 2021 Short-Term Incentive Plan (STIP) and a revised payout to 50 percent—200 percent of target.  

From time to time, the People and Compensation Committee may also approve cash or equity awards in addition to the annual incentive awards. Typically, these include awards to new hires, promotional awards, or retention awards. While no promotional or retention awards were made to our NEOs during the year, the People and Compensation Committee did approve one-time make-whole awards and sign-on bonuses to attract and retain proven experienced senior leaders. Further details on the operation of all elements of compensation in 2021 can be found in the “2021 Compensation Decisions and Outcomes” and "Make-Whole and Sign-on Awards" sections starting on page 48 and page 53, respectively.

Compensation Program Review

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:

•Simplification of our executive perquisite program, with the removal of annual cash allowances and subsidized financial counselling services, effective in 2022.

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•Enhanced stock ownership guidelines, with increased guidelines for Senior Vice Presidents (SVPs), the addition of guidelines for Vice Presidents (VPs), an increased holding requirement, a five-year time horizon for compliance, and the inclusion of unvested RSUs when assessing ownership compliance, all effective in 2022.

•Updated terms under our Officer Severance Policy, including increases to the CEO severance multiples, and expanded change in control coverage to include all Executive Vice Presidents (EVPs) and SVPs.

•For the 2022 performance year, the weighting of safety metrics will increase by 5 percentage points under both the short and long-term incentive programs to 65 percent and 40 percent respectively, increasing the proportion of compensation tied to outcome-based safety metrics.

•In 2022, the proportion of WMP metrics under the short-term incentive program will increase from 15 percent to 40 percent through the introduction of additional outcome-based metrics.

•All SVPs and above will receive 100 percent of their 2022 equity award in the form of PSUs, thereby eliminating the use of time-based restricted share awards for this population and increasing the proportion of performance-based compensation relative to 2021.

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.

Compensation Design

Compensation Objectives

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.

Objective				How we achieve this(1)
Pay for performance			•	A significant portion of total compensation is at-risk and based on performance – in 2021, 89 percent of CEO target compensation was at-risk (and an average of 75 percent for other NEOs).
			•	Short- and long-term incentives are earned based on performance reflecting safety, customer, operational, and financial goals, including shareholder returns.
			•	Metrics and goals are designed so as not to promote excessive risk-taking.
Align with shareholders			•	Equity-based compensation, the value of which reflects movements in our stock price, accounted for 75 percent of CEO target compensation and an average of 56 percent of other NEOs' target compensation in 2021.
			•	Total shareholder return relative to our Performance Comparator Group is used as a performance measure or modifier (applies to PSU awards since 2020; no awards were made in 2019).
Provide market competitive pay			•	Target direct compensation should be competitive with comparable roles in our Pay Comparator Group.
			•	Provide a compensation structure that provides for the attraction and retention of talented, experienced executive talent, while ensuring alignment with long-term shareholder interest.
Comply with legal requirements			•	The officer compensation structure is designed and reviewed to reflect both the letter and spirit of legal requirements.
Notes.	(1)	Reflects target compensation for our NEOs who remained in service with the companies as of December 31, 2021, other than Mr. Smith and Mr. Singh, given their unique and temporary compensation arrangements as Interim CEO of PG&E Corporation and interim President of the Utility, respectively, and Mr. Welsch who ceased serving as an executive officer in early 2021.

Compensation Policies and Practices

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.

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	We Do…		We Do Not…
	Pay for performance | Majority of compensation is at risk, linked to company performance and shareholder interests.		Pay tax gross-ups | No tax gross-ups are provided, except for those generally available to all management employees, such as for one-time relocation expenses upon hire.
	Engage with shareholders | Ongoing discussions with key institutional investors, including on the topic of compensation.		Permit hedging or pledging | Our policy prohibits hedging and pledging of either company’s stock.
	Require meaningful ownership | Executives subject to share ownership and retention requirements.		Reprice stock options | Any repricing would require advance shareholder approval.
	Engage an independent consultant | The People and Compensation Committee engages a consultant and annually assesses independence.		Provide additional executive service credits | No granting of additional service under the Supplemental Executive Retirement Plan.
	Operate clawback provisions | Incentive compensation and severance for certain officers is subject to clawback or restriction.		Pay unearned dividends | No dividends or dividend equivalents are paid on unvested equity awards.
	Have a double trigger | Change in control severance requires a change in control and involuntary termination (includes constructive termination for good reason).		Provide excessive benefits or perquisites | Benefits and perquisites are limited, reflecting market norms.

Commitment to Compliance

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.

Supporting Information: California Assembly Bill 1054 Considerations 

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.

Supporting Information: Chapter 11 Considerations — Plan of Reorganization Order Instituting Investigation

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.

Requirement(1)		How We Achieve This(2)
Compensation should be structured to promote safety as a priority and to ensure public safety.		Incentive plan metrics are weighted toward customer and workforce welfare, placing a priority on public safety.
		All long-term incentive awards also incent customer and workforce welfare directly through customer focused performance metrics and indirectly due to their exposure to absolute and relative stock performance.
A significant portion of long-term incentive compensation shall be based on safety, customer satisfaction, engagement, and welfare; the remaining portion may be based on financial performance or other considerations.		PSU metrics promote customer experience and public safety.
Compensation should be structured to promote utility financial stability.		Incentive plan metrics collectively promote customer, public, and workforce safety, thus contributing indirectly to financial stability.
		Short-term incentive includes a core earnings per share metric, a measure sensitive to dilution incurred during emergence from Chapter 11.
		Long-term incentive awards are subject to a financial or relative TSR metric, either as a modifier or standalone measure, that reduces payouts if our relative returns lag those of other energy companies.

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Requirement(1)		How We Achieve This(2)
Incentive compensation should be based on meeting performance metrics that are measurable and enforceable.		Incentive plan metrics are designed to be objective, measurable, enforceable, and auditable.
		Metrics are predominantly outcome-based, focused on end results rather than operational activity or effort.
Guaranteed cash compensation should be limited, with the primary portion of executive officers’ compensation based on the achievement of objective performance metrics.		Compensation structure emphasizes at-risk, performance-based variable pay, making up an average of 77 percent of NEO target compensation in 2021.
		Long-term incentive awards are aligned with shareholders and are performance-based through share price exposure (all equity-based compensation) and the application of performance metrics (PSUs).
The compensation structure must not include any guaranteed monetary incentives.		Short- and long-term incentives are at risk through the application of performance measures and/or share price exposure.
		The only guaranteed cash payments are base salary and a modest stipend in lieu of broader, market-typical perquisites.
The compensation should include a significant long-term element based on the electrical corporation’s long-term performance and value, held or deferred for at least three years.		Long-term incentive awards represent a significant portion of total compensation.
		Performance-based equity is subject to a three-year performance period.
Ancillary compensation that is not aligned with shareholder and taxpayer interests in the electrical corporation should be minimal or eliminated.		Executives receive modest stipends in lieu of perquisites which have been eliminated from January 1, 2022.
		These are de minimis in value and aligned with stakeholder interests as they are aligned with market norms within the industry, and thus contribute to the attraction and retention of talent

Notes.	(1)	This is an abbreviated summary of some of the criteria and not intended to be comprehensive or contain formal legal definitions.
	(2)	Unless otherwise noted, comments in this column with regard to target compensation refer to the aggregate of salary, target short-term incentive, and the target annual long-term incentive award, with percentages reflecting the proportionate mix of these elements for our NEOs who remained in service with the companies as of December 31, 2021, other than Mr. Smith or Mr. Singh given their unique and temporary compensation arrangements as Interim CEO of PG&E Corporation and Interim President of the Utility, respectively, and Mr. Welsch who ceased serving as an executive officer in early 2021.

Strategic Alignment

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.

2021 Performance Metric	Short-Term	Long-Term	Why This Matters
ELECTRIC OPERATIONS
Wildfire risk reduction			Public safety measure of the results of work to mitigate wildfire risk and reduce the number of potentially significant wildfires.
Wire-down events due to equipment failure			Public safety measure of the results of work to harden overhead lines.
GAS OPERATIONS
Large overpressure events			Public safety measure of the results of work to mitigate the risk of loss of gas containment.
Total gas dig-ins reductions			Public safety measure of the results of work to mitigate the risk of loss of containment from underground gas transmission and distribution facilities.
GENERATION
Safe dam operating capacity			Public safety measure of the results of work to mitigate the risk of large uncontrolled water release.
Diablo Canyon Power Plant (DCPP) reliability and safety indicator			Public safety measure of the results of work to reduce the risk of a nuclear core damaging event with the potential for radiological release; composite metric of 11 performance indicators.

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2021 Performance Metric	Short-Term	Long-Term	Why This Matters
WORKFORCE SAFETY
Days away, restricted, and transferred rate			Employee safety measure of the results of reduced risk of workforce injuries; reflects Occupational Safety and Health Administration (OSHA) record keeping requirements.
Serious injuries actual			Employee safety measure of workplace safety effectiveness; includes contractors and subcontractors.
Serious Injury and Fatality (SIF) investigation completions			Employee safety measure of responsiveness to SIF events with a view to reducing future workplace risk in a timely manner; includes contractors and subcontractors.
SIF corrective action completions			Employee safety measure of implementing recommended changes with a view to reducing future workplace risk in a timely manner; includes contractors and subcontractors.
RELIABILITY
Gas customer emergency response			Public safety measure of work to reduce risk and increase reliability of service by promoting prompt responses to customer calls, or notifications reporting a gas odor, or gas emergency.
911 emergency response			Public safety measure of the percentage of incidents where Utility personnel arrive onsite within 60 minutes of a 911 call; promotes prompt response times that reduce public safety risks and frees up public agency resources to respond to other emergency situations.
Customers experiencing multiple unplanned interruptions			Customer experience measure of the results of efforts to promote system reliability.
System hardening			Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires.
Enhanced vegetation management effectiveness			Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires.
CUSTOMER EXPERIENCE
Average speed of answer for emergencies			Customer experience and public safety measure of work to promote prompt responses to emergency customer calls.
Customer satisfaction			Customer experience measure of satisfaction with the services offered by the companies.
Public safety power shutoff notifications			Customer experience measure of advance and accurate notification of PSPS outages.

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

Supporting Information: What “Financial Stability” Means for Us

Our business model generates revenue through making investments in operating assets and earning an authorized rate of return on those assets through regulated rates, or “cost of service ratemaking.” There is no guarantee that regulated rates will yield the authorized rate of return; only by managing costs within the framework of authorized rates can we deliver value to shareholders. With limited exceptions, we do not make more money by selling more electricity and gas. Reducing our operating cost, which is tied to customer affordability through our rate-setting process, is directly aligned with creating shareholder value.

2021 Performance Metric
FINANCIAL STABILITY	Short-Term	Long-Term	Why This Matters
Non-GAAP core earnings per share			Measure to promote and assess financial stability; aligns with cost efficiency; promotes customer affordability; financial stability critical to continued provision of services to customers.
Greater affordability for customers			Measure to promote financial stability through efficient deployment of authorized revenues, supporting low-cost access to capital critical to continued provision of services to customers.
Relative TSR			Measure to assess relative value created for our shareholders, providing an indirect external assessment of our performance in all other areas.

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Compensation Governance

Role of the People and Compensation Committee

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:

•    Recommending the total target compensation for the CEO of PG&E Corporation and the Utility President (or equivalent officer(s)) to the relevant Board for approval, informed by reviews of comparative data, advice from the People and Compensation Committee’s independent compensation consultants, and an assessment of individual performance, objectives, and scope of responsibilities.

•    Approving the total target compensation for other executive officers (including all NEOs) based on similar contextual inputs and proposals from the PG&E Corporation CEO and the Utility President (or equivalent officer(s)), as applicable. The PG&E Corporation CEO has the authority to approve compensation within the guidelines approved by the People and Compensation Committee for lower-level officers (excluding Section 16 Officers) and non-officer employees.

•    Approving compensation guidelines based on input from management for different categories of employees, including target short- and long-term incentive opportunities, an aggregate cap on the value of long-term incentive awards, and the terms and conditions that will apply to long-term incentive awards made during the year.

•    Administering the Long-Term Incentive Plan (LTIP), under which equity-based awards are made, with the ability to delegate ministerial matters to management.

•    Reviewing and approving the performance metrics and associated goals for the short- and long-term incentive awards proposed by management.

Role of Management

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.

Use of Consultants and Advisors

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.

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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:

•    Non-employee director compensation

•    Market competitiveness of executive officer compensation

•    Emerging trends and best practices in executive pay and corporate governance

•    Performance goal and metric selection

•    Compensation risk

•    Shareholder advisory firms’ pay and performance analyses

•    Disclosures relating to compensation

•    Severance and change-in-control practices and policies

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.

Shareholder Engagement

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:

•    Directly through proactive engagement with our major shareholders and stakeholders throughout the year, and

•    Indirectly through the results of our say-on pay vote.

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.

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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.

Compensation and Risk

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.

Annual Risk Assessment	Safety and Nuclear Oversight Committees’ Input	Compensation Risk Mitigation Policies and Practices
Annual risk assessment conducted by Meridian covered: •  Compensation structure and mix •  Incentive plan structures and associated time horizons •  Other pay plans • Governance of plan design and administration oversight •  Target and maximum opportunities •  Nature and mix of performance metrics •  Risk of earnings manipulation • People and Compensation Committee/Board discretion to reduce or eliminate performance • Change in control severance provisions • Use of risk-mitigation policies and practices (see final column) •  Regulatory compliance	• Advice regarding appropriate safety and operational incentive measures • Assessment of emphasis on and overlap/consistency in safety metrics and weightings, and the extent to which these metrics and weightings support an organization-wide focus on safety	•  Executive stock ownership guidelines •  Clawback policy •  Hedging and pledging policy • Severance and change-in-control benefits •  Incentive goal-setting approach
	Meridian concluded that the companies’ compensation arrangements do not encourage excessive risk taking. The companies believe compensation programs and policies are not reasonably likely to have a material adverse effect on either PG&E Corporation or the Utility.

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.

Executive Stock Ownership Guidelines

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:

•Until executives meet the applicable guideline, they are subject to a holding requirement in relation to the net shares realized after tax withholding from the vesting of RSUs or PSUs. Historically, this holding requirement has been 50 percent and was increased to 100 percent.

•In assessing compliance, unvested RSUs were historically only counted if the executive was eligible for retirement under the award’s terms; now, unvested RSUs will be counted regardless of an executive's retirement eligibility.

•Historically, there has been no defined time horizon by which an officer is expected to comply with the applicable guideline; effective in 2022, an officer will have five years to meet the guideline for his or her level.

•The ownership guideline for SVPs increased from 150 percent to 200 percent of base salary, and an ownership guideline was implemented for VPs at 100 percent of base salary.

2022 Joint Proxy Statement    45

 In summary, the guidelines are as follows:

Roles	2021 Guidelines (% of Base Salary)(1)		2022 Guidelines (% of Base Salary)
CEO, PG&E Corporation	600	%	600	%
President, Pacific Gas and Electric Company; Executive Vice Presidents	300	%	300	%
Senior Vice Presidents	150	%	200	%
Vice Presidents	n/a	%	100	%
(1) 2021 Guidelines were based on different officer categories that are generally equivalent to roles reflected in this table; information in this column is presented for general comparison purposes.

Clawback

The Executive Incentive Compensation Recoupment Policy enables the People and Compensation Committee and Boards to recoup payments made to Section 16 Officers across both companies in defined circumstances, including no-fault scenarios that would negatively impact our shareholders. The policy remains under periodic review to help ensure continued relevance.

What	Why
•  Short-term incentives •  Long-term cash incentives •  Equity-based incentives	•  Financial restatement with the Securities and Exchange Commission (SEC) for any of the three most recently completed fiscal years •  A material miscalculation with respect to the amount of any payment •  Individual involvement in fraud or misconduct that caused material financial or reputational harm

The 2012 PG&E Corporation Officer Severance Policy, as amended (Officer Severance Policy), further enables the People and Compensation Committee and Boards to recoup severance rights, payments, and benefits provided to executive officers across both companies (including executive officers as defined in AB 1054) in defined circumstances.

What	Why
•  Severance benefits	•  Individual misconduct materially contributes to PG&E Corporation or Utility felony conviction relating to public health or safety or company financial misconduct

The People and Compensation Committee will continue to monitor SEC developments as they relate to mandated clawbacks, and as appropriate assess what updates would be needed as such developments occur.

Anti-Hedging and Anti-Pledging Policy

The Insider Trading Policy prohibits certain hedging and pledging activities conducted by the companies’ Board members, officers, and designated employees who are subject to a quarterly earnings blackout period or event-specific blackout period. The policy covers equity instruments related directly or indirectly to either company or their subsidiaries. Covered individuals may not engage in short sales, transactions in publicly traded options, or hedging or monetization transactions; hold securities in a margin account; or pledge securities as collateral for a loan.

Use of Market Data

The People and Compensation Committee refers to two peer groups: one for benchmarking pay and the other for measuring the companies’ relative performance. Distinct groups are maintained to help ensure each is relevant for its primary purpose. In particular, larger companies may be reasonable comparators for performance but not for compensation levels.

Pay Comparator Group	•	Provides insights into compensation levels and design within companies that PG&E Corporation and the Utility compete with for talent and that are similar in terms of size and business operations.
	•	Comprises publicly traded gas and electric energy companies.
	•	Supplemented by pay practice data from surveys for the broader energy services sector and general industry companies based on survey data.
Performance Comparator Group	•	Provides comparative benchmark for PG&E Corporation‘s total shareholder return performance, and other relative industry-standard benchmarks that might be considered in goal setting.
	•	Comprises publicly traded gas and electric energy companies that are categorized consistently by the investment community as “regulated” and have a market capitalization of at least $6 billion.

Each year the People and Compensation Committee approves the constituents of the pay and performance comparator groups. Informed by recommendations from the independent compensation consultant, the People and Compensation Committee approved the following comparator groups for 2021.

2022 Joint Proxy Statement    46

Company	Pay	Performance
AES Corporation
Alliant Energy Corporation
Ameren Corporation
American Electric Power Company, Inc.
CenterPoint Energy, Inc.
CMS Energy Corporation
Consolidated Edison, Inc.
Dominion Resources, Inc.
DTE Energy Company
Duke Energy Corporation
Edison International
Entergy Corporation
Evergy, Inc.
Eversource Energy
Exelon Corporation
FirstEnergy Corp.
NextEra Energy, Inc.
NiSource Inc.
Pinnacle West Capital Corporation
Public Service Enterprise Group
Sempra Energy
Southern Company
WEC Energy Group, Inc.
Xcel Energy Inc.

There were no changes made to the Pay and Performance Comparator Groups used to inform 2021 decision-making versus the prior year.

In reviewing pay data, the People and Compensation Committee does not adhere strictly to formulas or data to determine the actual mix and amounts of compensation. When referencing positioning against market data, the People and Compensation Committee also considers factors including each NEO’s scope of responsibility and organizational impact, experience, and performance, as well as PG&E Corporation’s and the Utility’s overall safety, operating, and financial results in reaching decisions. This flexibility is important in supporting the overall pay-for-performance philosophy and in meeting the People and Compensation Committee’s objectives of attracting, retaining, and motivating a talented executive leadership team.

Incentive Plan Goal Setting

To be successful in aligning pay with performance, it is important that performance goals are set appropriately within our incentive programs. For each of the metrics used in our incentive plans, the People and Compensation Committee reviews a comprehensive analysis that typically sets out the following, on a metric-specific basis: 

•    Data on historic performance, showing multi-year trends;

•    Projected performance on a multi-year basis, driven by workplans and anticipated timing of milestone achievements;

•    Target setting methodology, with recommended ranges around the target to establish threshold and maximum goals; and

•    Degree of change in the proposed threshold, target, and maximum goals as compared with the prior year.

Each metric also has associated contacts and approvers to maximize accountability and transparency.

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2021 Compensation Decision and Outcomes

During 2021 there were several additions among our executive officers and some individuals held interim roles during the year. The impact of these interim duties on 2021 compensation is discussed below.

Base Salary

Base salaries are reviewed on an annual basis and are targeted to be within a competitive range of market for comparable roles in the Pay Comparator Group. In determining each NEO’s base salary, consideration is given to role scope and individual experience and performance. The People and Compensation Committee believes that this level of comparability to market is appropriate and consistent with its pay philosophy of taking into consideration factors other than market data in establishing individual pay levels, while delivering cash compensation that is competitive with the market.

NEO(1)	Role (as of 12/31/21)	2021 Salary		(2)	Increase	(3)
Patricia K. Poppe(4)	Chief Executive Officer, PG&E Corporation		$1,350,000		N/A
Jason M. Glickman	Executive Vice President, Engineering, Planning & Strategy, Pacific Gas and Electric Company		$675,000		N/A
Marlene M. Santos	Executive Vice President and Chief Customer Officer, Pacific Gas and Electric Company		$825,000		N/A
Adam L. Wright	Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company		$825,000		N/A
Christopher A. Foster(5)	Executive Vice President and Chief Financial Officer, PG&E Corporation		$615,000		71 %
David S. Thomason	Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company		$364,000		4 %
John R. Simon	Executive Vice President, General Counsel and Chief Ethics & Compliance Officer, PG&E Corporation		$773,488		7 %
Sumeet Singh(6)	Senior Vice President, Chief Risk Officer, Pacific Gas and Electric Company		$475,000		N/A
James M. Welsch	Senior Vice President, Generation and Chief Nuclear Officer, Pacific Gas and Electric Company		$602,252		4 %

Notes.	(1)	Mr. Smith is excluded as he only served three days as an officer during 2021.
	(2)	Annualized salary as of December 31, 2021.
	(3)	Increase relative to salary as of December 31, 2020. Salaries were effective March 1, 2021, unless otherwise noted.
	(4)	Salary effective January 4, 2021 on appointment as Chief Executive Officer.
	(5)	Salary increased from $345,000 to $358,800 effective March 1, 2021, in association with annual merit review. As Interim CFO of PG&E Corporation, Mr. Foster received an additional monthly fee of $20,000, which is not included in his salary. Salary increased from $358,800 to $615,000 effective March 20, 2021, in association with Mr. Foster's promotion to CFO.
	(6)	As Interim President and Chief Risk Officer of the Utility, Mr. Singh received an additional monthly fee of $27,000 starting January 1, 2021, through January 31, 2021, which is not included in his salary. Effective February 1, 2021, Mr. Singh became Senior Vice President and Chief Risk Officer of Pacific Gas and Electric Company.

Short-Term Incentives

Our STIP and related awards are designed to drive the companies’ business objectives and strategic priorities, providing an opportunity for a cash payout reflecting the results achieved during the year. The plan focuses on quantifiable outcome-based metrics in the overall company score. Effective in 2021, the use of individual modifiers based on year-end ratings was discontinued for all eligible participants, including NEOs, meaning any incentive earned was based solely on company performance.

The People and Compensation Committee establishes an annual target opportunity, expressed as a percentage of an individual’s base salary, set with reference to market median practices in our Pay Comparator Group. Target opportunities for the NEOs eligible to participate in the program in 2021 ranged from 50 percent to 130 percent of actual salary earned. In respect of the company score, achieving threshold performance will earn a payout at 50 percent of target and achieving maximum performance will earn a payout at 200 percent of target. Note that in 2020 the payout opportunity for maximum performance was 187.5 percent of target. This was increased for 2021 following a market review to reflect normative practices within our Pay Comparator Group.

2022 Joint Proxy Statement    48

The People and Compensation Committee retains complete and sole discretion to adjust any performance formula or score, including to zero, on any and all short-term incentive performance measures for any reason, including consideration of (without limitation) performance with respect to safety, compliance, and ethics.

The fundamentals of the company performance assessment in 2021 were consistent with 2020. The People and Compensation Committee established 2021 metrics across the same six performance areas, retaining a weighting of 75 percent towards metrics that focus on underlying objectives tied to customer welfare and safety, and 25 percent towards financial stability, which itself is inherently tied to our safety performance.

In determining and approving the appropriate performance metrics in each of these performance areas the People and Compensation Committee considered factors including:

•    The alignment with our fundamental belief that safety is paramount, complemented by a focus on customer welfare across all aspects of our business.

•    The interaction between metrics to help ensure they collectively drive the right behaviors. For example, an overly narrow focus on reporting might result in employees failing to seek appropriate medical treatment for work-related injuries in order to keep reported injury metrics low.

•    Guidance from the CPUC reinforcing the priority placed on outcome-based metrics for alignment with reducing the companies’ highest-priority risks, such as the risk of catastrophic events like wildfires, dam failures, or gas explosions.

•    The companies’ ability to establish robust threshold, target, and maximum achievement milestones.

•    The proportion of metrics that are outcome-based, as opposed to metrics that are based on operational activity or effort. As described in the earlier “Incentive Plan Goal Setting” section on page 47, in approving performance goals, the People and Compensation Committee references a range of factors including historic performance inclusive of multi-year trends; projected performance driven by workplans and anticipated timing of milestone achievements; the target-setting methodology, with recommended ranges around target to establish threshold and maximum goals; and the degree of change the proposed goals represent versus the prior year.

Each metric has a clear definition with a predetermined and pre-approved calculation methodology.

Metric	Definition(1)
Wildfire risk reduction	Count of ignitions that result in fires equal to or greater than 100 acres in PG&E's High Fire Threat Districts and reportable to the CPUC because (i) the ignition is associated with PG&E powerlines (transmission or distribution); (ii) something other than PG&E facilities burned; and (iii) the fire travelled more than one meter from the ignition point.
Wire-down events due to equipment failure	Equipment failure incidents where a normally energized electric primary distribution or transmission conductor experiences a component or asset failure that results in a conductor falling from its intended position and coming to rest on the ground or a foreign object.
Large overpressure events	Number of large overpressure events (when gas pressure exceeds the maximum allowable operating pressure of the pipeline as defined by CPUC/DOT) with pre-established pressure limits.
Total gas dig-ins reductions	Number of gas dig-ins (damage that occurs during excavation activities and results in a repair or replacement of an underground gas facility) per 1,000 Underground Service Alert (third party public service program) tickets received for gas.

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Metric	Definition(1)
Safe dam operating capacity	Operating capability of mechanical equipment used as main control to reduce enterprise risk of large uncontrolled water release, calculated with reference to controlled outlet days forced out and controlled outlet days available.
DCPP reliability and safety indicator	Year-end score based on 11 performance indicators developed by the nuclear industry for nuclear power generation applied to all U.S. nuclear power plants. Calculation periods range from 18 to 36 months by performance indicator.
Days away, restricted, and transferred rate	Number of OSHA recordable incidents that result in lost time or restricted duty per 200,000 hours worked or for approximately every 100 employees; recordable incidents are job-related injuries or illnesses that require medical treatment beyond first aid, or results in work restrictions, lost time, death or loss of consciousness.
Serious injuries actual	Number of injuries or illnesses resulting from work at/for PG&E, that results in (i) a life threatening injury or illness, or (ii) a life altering injury or illness. Count includes contractors and subcontractors.
Serious Injury and Fatality (SIF) investigation completions	Number of SIF Actual or SIF Potential investigations completed by 30 calendar days following classification of incident as a SIF. A SIF is a fatality, life threatening injury or illness or a life altering injury or illness resulting from work at/for PG&E. Metric includes contractors and subcontractors.
SIF corrective action completions	Number of corrective actions completed on time as they relate to SIF Actual or SIF Potential cause evaluations. A SIF is a fatality, life threatening injury or illness or a life altering injury or illness resulting from work at/for PG&E. Metric includes contractors and subcontractors.
Gas customer emergency response	Average response time for immediate response orders; response time calculated as the number of minutes from the time the Utility is notified to the time the Utility personnel or another qualified first responder arrives onsite to the location.
911 emergency response	Percentage of incidents where Utility personnel arrive onsite within 60 minutes of receiving a 911 call.
Customers experiencing multiple unplanned interruptions	Number of customers who experience five or more sustained unplanned service interruptions.
Average speed of answer for emergencies	The average speed of answer in seconds for emergency calls handled in contact center operations.
Non-GAAP core earnings per share	basis in the event of a GAAP loss and a diluted basis in the event of a GAAP gain). “Non-GAAP core earnings” is a non-GAAP financial measure and is calculated as income available for common shareholders less non-core items. “Non-core items” include items that management does not consider representative of ongoing earnings and affect comparability of financial results between periods, consisting of the items listed in Exhibit A.

Notes. (1) These are abbreviated summary definitions and may not reflect complete details, including certain exclusions, for each metric.

In the first quarter of 2022, the People and Compensation Committee reviewed and certified the following results for the company score:

Performance Metric	Weight	Threshold (25%)	Target (100%)	Maximum (200%)	Actual	Unweighted Score	Weighted Score
Electric Operations	20%						0.113
Wildfire risk reduction	15%	4	2	0	3	0.750
Wire-down events due to equipment failure	5%	2.215	2.161	2.105	2.550	0.000
Gas Operations	10%						0.200
Large overpressure events	5%	0.126	0.110	0.094	0.077	2.000
Total dig-ins reductions	5%	1.17	1.14	1.07	0.98	2.000
Generation	10%						0.220
Safe dam operating capacity	5%	98.5%	99.0%	99.5%	99.75%	2.000
DCPP reliability and safety indicator	5%	82.5%	87.5%	92.5%	92.5%	2.000
Operational Performance and Reliability	15%						0.171
Gas customer emergency response	3.3%	21.2	20.8	20.0	20.6	1.250
911 emergency response	3.3%	95.30%	96.66%	98.01%	97.18%	1.385
Customers experiencing multiple interruptions	3.3%	2.71%	2.63%	2.39%	4.13%	0.000

2022 Joint Proxy Statement    50

Performance Metric	Weight	Threshold (25%)	Target (100%)	Maximum (200%)	Actual	Unweighted Score	Weighted Score
Average speed of answer for emergencies	5%	≤ 13	≤ 10	≤ 7	8	1.667
Workforce Safety	20%						0.297
Days away, restricted, and transferred rate	5%	1.18	0.91	0.78	1.01	0.815
Serious injuries actual	5%	6	4	2	3	1.500
Serious Injury and Fatality (SIF) investigation completions	5%	40%	70%	90%	98%	2.000
SIF corrective action completions	5%	88%	92%	100%	97%	1.625
Financial Stability	25%						2.000
Non-GAAP core earnings per share	25%	$0.95	$1.00	$1.05	$1.08(3)	2.000
2021 Overall Short-Term Incentive Plan Company Score(1)							1.481
2021 Overall Short-Term Incentive Plan Company Score for NEOs (after discretion)(2)							0.851

Notes.	(1)	Mr. Singh's 2021 short-term incentive score was based on a combination of the Company Score (25 percent), as set out above, and the Score for the Electric Operational Unit (75 percent), reflecting his responsibilities during the year. The Electric Operational Unit Score excludes the metrics related to 'Gas Operations' and 'Generation', with the weightings associated with the 'Electric Operations' category and the two underlying metrics doubled to 40 percent, 30 percent and 10 percent respectively. The overall Electric Operational Unit Formulaic Score for 2021 was 1.134. Mr. Singh's combined formulaic score was 1.221. Mr Singh's overall certified score was 0.851.
	(2)	Messrs Thomason and Welsch's 2021 short-term incentive score certified by the People and Compensation Committee was 1.111. This score reflects only a 25 percent reduction in the formulaic score which is consistent with other eligible participants that do not report directly to the PG&E Corporation CEO.
	(3)	Non-GAAP core earnings per share for the full year 2021 was $1.00 per share on a fully diluted basis and $1.08 using a basic share count.

The People and Compensation Committee assessed both the quantitative scorecard results, as well as the specific outcomes over the course of the year, including but not limited to:

•    The Utility’s overall public and workforce safety, which included three fatalities with our contractor workforces,

•    Utility assets were the ignition source of three wildfires greater than 100 acres in high fire threat districts,

•    The CPUC placed the Utility into Step 1 of the Enhanced Enforcement Oversight Process, noting that management is on track with corrective action plans.

In addition to discussions with management, the People and Compensation Committee consulted with independent compensation consultants and outside legal counsel to review the range of actions taken by other utilities in comparable circumstances.

Based upon the totality of the circumstances described above, management’s proposal, and extensive consideration, the People and Compensation Committee determined to exercise its discretion to materially reduce incentive compensation paid to all Executive Officers of both the Utility and PG&E Corporation for the STIP 2021 performance year. These actions resulted in a reduction of incentive compensation, in the form of 2021 STIP payments by and average of 40 percent from formulaic results of the 2021 short term incentive scorecard for the year-end NEOs.

NEO(1)	Target Incentive (percent of Base)	Target Incentive	Company Score	Actual Incentive		Actual Incentive (percent of Target)
Patricia K. Poppe	130%	$1,748,036	0.851	$	1,487,578	85	%
Jason M. Glickman	75%	$337,500	0.851	$	287,213	85	%
Marlene M. Santos	90%	$591,848	0.851	$	503,663	85	%
Adam L. Wright	90%	$680,625	0.851	$	579,212	85	%
Christopher A. Foster(2)	75%	$441,507	0.851	$	375,723	85	%
David S. Thomason(3)	50%	$180,833	1.111	$	200,906	111	%
John R. Simon	75%	$574,215	0.851	$	488,657	85	%
Sumeet Singh(4)	60%	$321,175	0.851	$	273,320	85	%
James M. Welsch(3)	60%	$358,896	1.111	$	398,734	111	%

2022 Joint Proxy Statement    51

Notes.	(1)	Mr. Smith was not an employee as of March 2021, and was not eligible to participate in the STIP during 2021.
	(2)	Mr. Foster's 2021 short-term incentive target opportunity was 45 percent from January 1, 2021, to March 19, 2021, as interim CFO and 75 percent from March 20, 2021, to December 31, 2021, as CFO and the Target Incentive amount reflects the pro-rata amount. This reflects his two roles during the year.
	(3)	Messrs Thomason and Welsch's 2021 short-term incentive score certified by the People and Compensation Committee was 1.111. This score reflects only a 25 percent reduction in the formulaic score which is consistent with other eligible participants that do not report directly to the PG&E Corporation CEO.
	(4)	Mr. Singh's 2021 short-term incentive target opportunity was 90 percent from January 1, 2021, to January 31, 2021, as Interim President of Pacific Gas and Electric Company and 60 percent from February 1, 2021, to December 31, 2021, as SVP and Chief Risk Officer; the Target Incentive amount reflects the pro-rata amount.

Long-Term Incentives

2021 Long-Term Incentive Awards

Our LTIP awards are designed to measure our success in ensuring operational continuity and employee engagement through a focus on customer welfare and our financial stability. For 2021, awards made were performance-based equity and, for select executive officers (including NEOs), restricted stock units.

In 2021, the People and Compensation Committee established annual target opportunities for each NEO, expressed as an absolute dollar values.

NEO(1)	Role	2021 Target Long-Term Incentive	2021 Equity Mix
			PSUs	RSUs
Patricia K. Poppe	Chief Executive Officer, PG&E Corporation	$9,250,000	70%	30%
Jason M. Glickman	Executive Vice President, Engineering, Planning & Strategy, Pacific Gas and Electric Company	$1,750,000	100%	0%
Marlene M. Santos	Executive Vice President and Chief Customer Officer, Pacific Gas and Electric Company	$2,600,000	100%	0%
Adam L. Wright	Executive Vice President Operations and Chief Operating Officer, Pacific Gas and Electric Company	$2,600,000	100%	0%
Christopher A. Foster(2)	Executive Vice President and Chief Financial Officer, PG&E Corporation	$1,330,000	70%	30%
David S. Thomason	Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company	$400,000	100%	0%
John R. Simon	Executive Vice President, General Counsel and Chief Ethics & Compliance Officer, PG&E Corporation	$1,750,000	70%	30%
Sumeet Singh	Senior Vice President, Chief Risk Officer, Pacific Gas and Electric Company	$715,000	70%	30%
James M. Welsch	Senior Vice President, Generation and Chief Nuclear Officer, Pacific Gas and Electric Company	$715,000	70%	30%

Notes	(1)	Mr. Smith was not eligible to receive any executive LTIP awards in 2021 and is not included in the above table.
	(2)	Mr. Foster received two separate grants during 2021, the first reflecting his role as VP and Interim CFO of PG&E Corporation through March 21, 2021, and the second a supplementary grant following his promotion to EVP and CFO, to deliver a total equity value aligned to his new target value of $1.33 million for the year.

Performance Share Units

AB 1054 executive officers received 100 percent of the annual equity grant in the form of PSUs). The remaining executives (including NEOs) received 70 percent of their annual equity grant in the form of PSUs and the remai