Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
PSEG and PSE&G
We have established and maintain disclosure controls and procedures as defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported and is accumulated and communicated to the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of each respective company, as appropriate, by others within the entities to allow timely decisions regarding required disclosure. We have established a disclosure committee which includes several key management employees and which reports directly to the CFO and CEO of each of PSEG and PSE&G. The committee monitors and evaluates the effectiveness of these disclosure controls and procedures. The CFO and CEO of each of PSEG and PSE&G have evaluated the effectiveness of the disclosure controls and procedures and, based on this evaluation, have concluded that disclosure controls and procedures at each respective company were effective at a reasonable assurance level as of the end of the period covered by the report.
Internal Controls
PSEG and PSE&G
We have conducted assessments of our internal control over financial reporting as of December 31, 2023, as required by Section 404 of the Sarbanes-Oxley Act, using the framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as “COSO.” Managements’ reports on PSEG’s and PSE&G’s internal control over financial reporting are included on pages 147 and 148, respectively. The Independent Registered Public Accounting Firm’s report with respect to the effectiveness of PSEG’s internal control over financial reporting is included on page 149. Management has concluded that internal control over financial reporting is effective as of December 31, 2023.
We continually review our disclosure controls and procedures and make changes, as necessary, to ensure the quality of our financial reporting. There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, each registrant’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Director and Officer Rule 10b5-1 and non-Rule 10b5-1 Trading Plans
During the three months ended December 31, 2023, none of PSEG’s directors or officers adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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MANAGEMENT REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING—PSEG
Management of Public Service Enterprise Group Incorporated (PSEG) is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and implemented by the company’s management and other personnel, with oversight by the Audit Committee of the Board of Directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles).
PSEG’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of PSEG’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of PSEG are being made only in accordance with authorizations of PSEG’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of PSEG’s assets that could have a material effect on the financial statements.
In connection with the preparation of PSEG’s annual financial statements, management of PSEG has undertaken an assessment, which includes the design and operational effectiveness of PSEG’s internal control over financial reporting based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as “COSO”. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment performed, management has concluded that PSEG’s internal control over financial reporting is effective and provides reasonable assurance regarding the reliability of PSEG’s financial reporting and the preparation of its financial statements as of December 31, 2023 in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting as of December 31, 2023.
PSEG’s external auditors, Deloitte & Touche LLP, have audited PSEG’s financial statements for the year ended December 31, 2023 included in this annual report on Form 10-K and, as part of that audit, have issued a report on the effectiveness of PSEG’s internal control over financial reporting, a copy of which is included in this annual report on Form 10-K.
/s/ R ALPH A. L A R OSSA
Chief Executive Officer
/s/ D ANIEL J. C REGG
Chief Financial Officer
February 26, 2024
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MANAGEMENT REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING—PSE&G
Management of Public Service Electric and Gas Company (PSE&G) is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and implemented by the company’s management and other personnel, with oversight by the Audit Committee of the Board of Directors of its parent, Public Service Enterprise Group Incorporated, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles).
PSE&G’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of PSE&G’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of PSE&G are being made only in accordance with authorizations of PSE&G’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of PSE&G’s assets that could have a material effect on the financial statements.
In connection with the preparation of PSE&G’s annual financial statements, management of PSE&G has undertaken an assessment, which includes the design and operational effectiveness of PSE&G’s internal control over financial reporting based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as “COSO”. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment performed, management has concluded that PSE&G’s internal control over financial reporting is effective and provides reasonable assurance regarding the reliability of PSE&G’s financial reporting and the preparation of its financial statements as of December 31, 2023 in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting as of December 31, 2023.
/s/ R ALPH A. L A R OSSA
Chief Executive Officer
/s/ D ANIEL J. C REGG
Chief Financial Officer
February 26, 2024
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Public Service Enterprise Group Incorporated
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Public Service Enterprise Group Incorporated and subsidiaries (the “Company” or PSEG) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and the consolidated financial statement schedule listed in the Index at Item 15(B)(a) as of and for the year ended December 31, 2023, of the Company and our report dated February 26, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting - PSEG. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Morristown, New Jersey
February 26, 2024
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Executive Officers
PSEG
The information required by Item 10 of Form 10-K with respect to executive officers is set forth in Part I. Information About Our Executive Officers (PSEG).
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Directors
PSEG
The information required by Item 10 of Form 10-K with respect to (i) present directors of PSEG who are nominees for election as directors at PSEG’s 2024 Annual Meeting of Stockholders, (ii) the director nomination process, and (iii) the composition of the Audit Committee of the Board, is set forth under the headings “Nominees For Director-Biographical Information,” “Overview of Board Nominees-Board Refreshment and Tenure,” and “-Board Membership Selection,” and “Corporate Governance-Board Committees,” respectively, in PSEG’s definitive Proxy Statement for such Annual Meeting of Stockholders, which definitive Proxy Statement is expected to be filed with the U.S. Securities and Exchange Commission (SEC) on or about March 7, 2024 and which information set forth under said heading is incorporated herein by this reference thereto.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Standards of Conduct
Our Standards of Conduct (Standards) is a code of ethics applicable to us and our subsidiaries. The Standards are an integral part of our business conduct compliance program and embody our commitment to conduct operations in accordance with the highest legal and ethical standards. The Standards apply to all of our directors and employees (including PSE&G’s, PSEG Power’s, Energy Holdings’ and Services’ respective principal executive officer, principal financial officer, principal accounting officer or Controller and persons performing similar functions). Each such person is responsible for understanding and complying with the Standards. The Standards are posted on our website, https://corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct You can get a free copy of the Standards by making an oral or written request directed to:
Vice President, Investor Relations
PSEG Services Corporation
80 Park Plaza, 4th Floor
Newark, NJ 07102
Telephone (973) 430-6565
The Standards establish a set of common expectations for behavior to which each employee must adhere in dealings with investors, customers, fellow employees, competitors, vendors, government officials, the media and all others who may associate their words and actions with us. The Standards have been developed to provide reasonable assurance that, in conducting our business, employees behave ethically and in accordance with the law and do not take advantage of investors, regulators or customers through manipulation, abuse of confidential information or misrepresentation of material facts.
We will post on our website, https://corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct:
• Any amendment (other than one that is technical, administrative or non-substantive) that we adopt to our Standards; and
• Any grant by us of a waiver from the Standards that applies to any director or executive officer and that relates to any element enumerated by the SEC.
In 2023, we did not grant any waivers to the Standards.
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ITEM 11. EXECUTIVE COMPENSATION
PSEG
The information required by Item 11 of Form 10-K is set forth in PSEG’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 7, 2024 and such information that is responsive to this Item 11, except for information set forth under the heading “Pay Versus Performance,” is incorporated herein by this reference thereto.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
PSEG
The information required by Item 12 of Form 10-K with respect to directors, executive officers and certain beneficial owners is set forth under the heading “Security Ownership of Directors, Management and Certain Beneficial Owners” in PSEG’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 7, 2024 and such information set forth under such heading is incorporated herein by this reference thereto.
For information relating to securities authorized for issuance under equity compensation plans, see Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
PSEG
The information required by Item 13 of Form 10-K is set forth under the heading “Corporate Governance-Certain Relationships and Related Person Transactions” in PSEG’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 7, 2024 and such information set forth under such heading is incorporated herein by this reference thereto.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 of Form 10-K is set forth under the heading “Oversight of the Independent Auditor-Fees Billed by Deloitte for 2023 and 2022” in PSEG’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 7, 2024. Such information set forth under such heading is incorporated herein by this reference hereto.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A) The following Financial Statements are filed as a part of this report:
a. Public Service Enterprise Group Incorporated’s Consolidated Balance Sheets as of December 31, 2023 and 2022 and the related Consolidated Statements of Operations, Comprehensive Income, Cash Flows and Stockholders’ Equity for the three years ended December 31, 2023 on pages 60 through 65.
b. Public Service Electric and Gas Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022 and the related Consolidated Statements of Operations, Comprehensive Income, Cash Flows and Common Stockholder’s Equity for the three years ended December 31, 2023 on pages 66 through 71.
(B) The following documents are filed as a part of this report:
a. PSEG’s Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2023 (page 157).
b. PSE&G’s Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2023 (page 157).
Schedules other than those listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
(C) The following documents are filed as part of this report:
LIST OF EXHIBITS:
a. PSEG:
3a
Certificate of Incorporation Public Service Enterprise Group Incorporated (1)
3b
Certificate of Amendment of Certificate of Incorporation of Public Service Enterprise Group Incorporated, effective April 23, 1987 (2)
3c
Certificate of Amendment of Certificate of Incorporation of Public Service Enterprise Group Incorporated, effective April 20, 2007 (3)
3d
By-Laws of Public Service Enterprise Group Incorporated effective February 14, 2023 (4)
4a
Indenture between Public Service Enterprise Group Incorporated and First Union National Bank (U.S. Bank National Association, successor), as Trustee, dated January 1, 1998 providing for Deferrable Interest Subordinated Debentures in Series (relating to Quarterly Preferred Securities) (5)
4b
Indenture between Public Service Enterprise Group Incorporated and U.S. Bank National Association (as successor to First Union National Bank), as Trustee, dated November 1, 1998 providing for Senior Debt Securities (6)
4c
Description of Common Stock (7)
10a(1)
Supplemental Executive Retirement Income Plan, amended effective July 1, 2019 (8)
10a(2)
Retirement Income Reinstatement Plan for Non-Represented Employees, Amended effective July 1, 2019 (9)
10a(3)
2007 Equity Compensation Plan for Outside Directors, amended and restated effective November 19, 2019 (10)
10a(4)
Deferred Compensation Plan for Directors, amended effective January 1, 2019 (11)
10a( 5 )
Key Executive Severance Plan of Public Service Enterprise Group Incorporated, amended effective July 18, 2022 (1 2 )
10a( 6 )
Stock Plan for Outside Directors, as amended (13)
10a( 7 )
Compensation Plan for Outside Directors (14)
10a( 8 )
2004 Long-Term Incentive Plan, amended and restated as of April 16, 2013 (15)
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LIST OF EXHIBITS:
10a( 9 )
Form of Agreement for Advancement of Expenses with Outside Directors (16)
10a(1 0 )
Agreement with Tamara L. Linde dated June 18, 2014 (17)
10a(1 1 )
Agreement with Daniel J. Cregg dated September 22, 2015 (18)
10a(1 2 )
Clawback Practice, effective February 20, 2018 (19)
10a(1 3 )
Agreement with Ralph A. LaRossa dated April 18, 2022 (2 0 )
10a(1 4 )
2021 Long-Term Incentive Plan, effective April 20, 2021 (21)
10a(1 5 )
2021 Equity Compensation Plan for Outside Directors, effective April 20, 2021 (2 2 )
10a( 16 )
Agreement with Kim C. Hanemann dated May 21, 2021 (2 3 )
10a(17)
Retention Award for Daniel J. Cregg dated April 17, 2023 (24 )
10a(18)
2021 Equity Compensation Plan for Outside Directors - Restricted Stock Unit Award Agreemen t (25)
10a(19)
Deferred Compensation Plan for Certain Employees, amended and restated effective November 20, 2023
10a(20)
Management Incentive Compensation Plan, amended and effective January 1, 2024
10a(21)
Equity Deferral Plan, amended and restated effective November 20, 2023
10a(22)
2021 Long-Term Incentive Plan - Performance Share Units Award Agreement
10a(23)
2021 Long-Term Incentive Plan - Restricted Stock Unit Award Agreement
10a(24)
Agreement with Charles V. McFeaters dated April 18, 2023
21
Subsidiaries of the Registrant
23
Consent of Independent Registered Public Accounting Firm
31
Certification by Ralph A. LaRossa, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1934 Act)
31a
Certification by Daniel J. Cregg, pursuant to Rules 13a-14 and 15d-14 of the 1934 Act
32
Certification by Ralph A. LaRossa, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code
32a
Certification by Daniel J. Cregg, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code
97
Clawback Practice for Recovery of Erroneously Awarded Compensation to Executive Officers
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b .
PSE&G
3a(1)
Restated Certificate of Incorporation of PSE&G (26)
3a(2)
Certificate of Amendment of Certificate of Restated Certificate of Incorporation of PSE&G filed February 18, 1987 with the State of New Jersey adopting limitations of liability provisions in accordance with an amendment to New Jersey Business Corporation Act (27)
3a(3)
Certificate of Amendment of Restated Certificate of Incorporation of PSE&G filed June 17, 1992 with the State of New Jersey, establishing the 7.44% Cumulative Preferred Stock ($100 Par) as a series of Preferred Stock (28)
3a(4)
Certificate of Amendment of Restated Certificate of Incorporation of PSE&G filed March 11, 1993 with the State of New Jersey, establishing the 5.97% Cumulative Preferred Stock ($100 Par) as a series of Preferred Stock (29)
3a(5)
Certificate of Amendment of Restated Certificate of Incorporation of PSE&G filed January 27, 1994 with the State of New Jersey, establishing the 6.92% Cumulative Preferred Stock ($100 Par) and the 6.75% Cumulative Preferred Stock ($25 Par) as a series of Preferred Stock (30)
3b(1)
By-Laws of PSE&G as in effect April 17, 2007 (31)
4a(1) Indenture between PSE&G and Fidelity Union Trust Company (now, Wachovia Bank, National Association), as Trustee, dated August 1, 1924 (32) , securing First and Refunding Mortgage Bond and Supplemental Indentures between PSE&G and U.S. Bank National Association, successor, as Trustee, supplemental to Exhibit 4a(1), dated as follows:
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LIST OF EXHIBITS:
4a(2) June 1, 1937 (33)
4a(3) July 1, 1937 (34)
4a(4) June 1, 1991 (No. 1) (35)
4a(5)
August 1, 2004 (No. 4) (36)
4a(6)
April 1, 2007 (37)
4a(7)
November 1, 2009 (38)
4a(8)
May 1, 2012 (39)
4a(9)
May 1, 2013 (40)
4a(10)
August 1, 2014 (41)
4a(11)
May 1, 2015 (42)
4a(12)
September 1, 2016 (43)
4a(13)
April 1, 2018 (44)
4a(14)
December 1, 2019 (4 5 )
4a(15)
March 1, 2022 (4 6 )
4b
Description of the First and Refunding Mortgage Bonds (4 7 )
4c Indenture of Trust between PSE&G and Chase Manhattan Bank (National Association) (The Bank of New York Mellon, successor), as Trustee, providing for Secured Medium-Term Notes dated July 1, 1993 (48)
4d
Indenture dated as of December 1, 2000 between Public Service Electric and Gas Company and First Union National Bank (U.S. Bank National Association, successor), as Trustee, providing for Senior Debt Securities (49)
10a(1)
Supplemental Executive Retirement Income Plan, amended effective July 1, 2019 (8)
10a(2)
Retirement Income Reinstatement Plan for Non-Represented Employees, Amended effective July 1, 2019 (9)
10a(3)
2007 Equity Compensation Plan for Outside Directors, amended and restated effective November 19, 2019 (10)
10a(4)
Deferred Compensation Plan for Directors, amended effective January 1, 2019 (11)
10a( 5 )
Key Executive Severance Plan of Public Service Enterprise Group Incorporated, amended effective July 18, 2022 (1 2 )
10a( 6 )
Stock Plan for Outside Directors, as amended (13)
10a( 7 )
Compensation Plan for Outside Directors (14)
10a(8)
2004 Long-Term Incentive Plan amended and restated as of April 16, 2013 (15)
10a( 9 )
Form of Agreement for Advancement of Expenses with Outside Directors (50)
10a(1 0 )
Agreement with Tamara L. Linde dated June 18, 2014 (17)
10a(1 1 )
Agreement with Daniel J. Cregg dated September 22, 2015 (18)
10a(1 2 )
Clawback Practice, effective February 20, 2018 (19)
10a(1 3 )
Agreement with Ralph A. LaRossa dated April 18, 2022 (20)
10a(1 4 )
2021 Long-Term Incentive Plan, effective April 20, 2021 (21)
10a(1 5 )
2021 Equity Compensation Plan for Outside Directors, effective April 20, 2021 (2 2 )
10a( 1 6 )
Agreement with Kim C. Hanemann dated May 21, 2021 (2 3 )
10a(17)
Retention Award for Daniel J. Cregg dated April 17, 2023 (24)
10a(18)
2021 Equity Compensation Plan for Outside Directors - Restricted Stock Unit Award Agreement ( 2 5)
10a(19)
Deferred Compensation Plan for Certain Employees, amended and restated effective November 30, 2023
10a(20)
Management Incentive Compensation Plan, amended and effective January 1, 2024
10a(21)
Equity Deferral Plan, amended and restated effective November 20, 2023
10a(22)
2021 Long-Term Incentive Plan - Performance Share Units Award Agreement
10a(23)
2021 Long-Term Incentive Plan - Restricted Stock Unit Award Agreement
23a
Consent of Independent Registered Public Accounting Firm
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LIST OF EXHIBITS:
31b
Certification by Ralph A. LaRossa, pursuant to Rules 13a-14 and 15d-14 of the 1934 Act
31c
Certification by Daniel J. Cregg, pursuant to Rules 13a-14 and 15d-14 of the 1934 Act
32b
Certification by Ralph A. LaRossa, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code
32c
Certification by Daniel J. Cregg, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code
97
Clawback Practice for Recovery of Erroneously Awarded Compensation to Executive Officers
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(1) Filed as Exhibit 3.1a with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-09120, on May 4, 2007 and incorporated herein by this reference.
(2) Filed as Exhibit 3.1b with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-09120, on May 4, 2007 and incorporated herein by this reference.
(3) Filed as Exhibit 3.1c with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-09120, on May 4, 2007 and incorporated herein by this reference.
(4) Filed as Exhibit 3.1 with Current Report on Form 8-K, File No. 001-09120, on February 17, 2023 and incorporated herein by this reference.
(5) Filed as Exhibit 4(f) with Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, File No. 001-09120, on May 13, 1998 and incorporated herein by this reference.
(6) Filed as Exhibit 4(f) with Annual Report on Form 10-K for the year ended December 31, 1998, File No. 001-09120, on February 23, 1999 and incorporated herein by this reference
(7) Filed as Exhibit 4c for PSEG with Annual Report on Form 10-K for the year ended December 31, 2019. File No. 001-09120, on February 26, 2020 and incorporated herein by this reference.
(8) Filed as Exhibit 10.1 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 001-09120, on October 31, 2019 and incorporated herein by this reference.
(9) Filed as Exhibit 10.2 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 001-09120, on October 31, 2019 and incorporated herein by this reference.
(10) Filed as Exhibit 10a(3) with Annual Report on Form 10-K for the year ended December 31, 2020, File No. 001-09120, on March 1, 2021 and incorporated herein by this reference.
(11) Filed as Exhibit 10a(4) with Annual Report on Form 10-K for the year ended December 31, 2018, File No. 001-09120 on February 27, 2019 and incorporated herein by this reference.
(12) Filed as Exhibit 10.1 with Current Report on Form 8-K, File No. 001-09120, on July 22, 2022 and incorporated herein by this reference.
(13) Filed as Exhibit 10a(17) with Annual Report on Form 10-K for the year ended December 31, 2002, File No. 001-09120, on February 26, 2003 and incorporated herein by this reference.
(14) Filed as Exhibit 10a(20) with Annual Report on Form 10-K for the year ended December 31, 2002, File No. 001-09120, on February 26, 2003 and incorporated herein by this reference.
(15) Filed as Exhibit 10 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, File No. 001-09120, on May 1, 2013 and incorporated herein by this reference.
(16) Filed as Exhibit 10.1 with Current Report on Form 8-K, File No. 001-09120, on February 19, 2009 and incorporated herein by this reference.
(17) Filed as Exhibit 10a with Annual Report on Form 10-K for the year ended December 31, 2014, File No. 001-09120, on February 26, 2015, and incorporated herein by this reference.
(18) Filed as Exhibit 10 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, File No. 001-09120, on October 30, 2015, and incorporated herein by this reference.
(19) Filed as Exhibit 10a(20) with Annual Report on Form 10-K for the year ended December 31, 2017, File No. 001-09120 on February 26, 2018 and incorporated herein by this reference.
(20) Filed as Exhibit 10.2 with Current Report on Form 8-K, File No. 001-09120, on April 19, 2022 and incorporated herein by this reference.
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(21) Filed as Exhibit 99.1 with Current Report on Form 8-K, File No. 001-09120, on April 22, 2021 and incorporated herein by this reference.
(22) Filed as Exhibit 4.6 to Registration Statement on Form S-8, File No. 001-09120, on April 23, 2021 and incorporated herein by this reference.
(23) Filed as Exhibit 10(4) with Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No. 001-09120, on August 9, 2021 and incorporated herein by this reference.
(24) Filed as Exhibit 10.1 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, File No. 001-09120, and incorporated herein by reference.
(25) Filed as Exhibit 10.3 with Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, File No. 001-09120, and incorporated herein by reference.
(26) Filed as Exhibit 3a(1) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(27) Filed as Exhibit 3a(2) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(28) Filed as Exhibit 3a(3) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(29) Filed as Exhibit 3a(4) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(30) Filed as Exhibit 3a(5) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(31) Filed as Exhibit 3.3 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-00973, on May 4, 2007 and incorporated herein by this reference.
(32) Filed as Exhibit 4b(1) with Annual Report on Form 10-K for the year ended December 31, 1980, File No. 001-00973, on February 18, 1981 and incorporated herein by this reference.
(33) Filed as Exhibit 4b(3) with Annual Report on Form 10-K for the year ended December 31, 1980, File No. 001-00973, on February 18, 1981 and incorporated herein by this reference.
(34) Filed as Exhibit 4b(4) with Annual Report on Form 10-K for the year ended December 31, 1980, File No. 001-00973, on February 18, 1981 and incorporated herein by this reference.
(35) Filed as Exhibit 4(i) on Form 8-A, File No. 001-00973, on June 1, 1991 and incorporated herein by this reference.
(36) Filed as Exhibit 4a(28) with Annual Report on Form 10-K for the year ended December 31, 2004, File No. 001-00973, on March 1, 2005 and incorporated herein by this reference.
(37) Filed as Exhibit 4a(28) with Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-00973, on February 28, 2008 and incorporated herein by this reference.
(38) Filed as Exhibit 4a(30) with Annual Report on Form 10-K for the year ended December 31, 2009, File No. 001-00973, on February 25, 2010 and incorporated herein by this reference.
(39) Filed as Exhibit 4a(32) with Annual Report on Form 10-K for the year ended December 31, 2012, File No. 001-00973, on February 26, 2013, and incorporated herein by this reference.
(40) Filed as Exhibit 4 with Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 001-00973, on July 30, 2013, and incorporated herein by this reference.
(41) Filed as Exhibit 4a(22) with Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 001-09120, on October 30, 2014 and incorporated herein by this reference.
(42) Filed as Exhibit 4a(23) with Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, File No. 001-09120, on July 31, 2015 and incorporated herein by this reference.
(43) Filed as Exhibit 4a(14) with Annual Report on Form 10-K for the year ended December 31, 2016, File No. 001-00973, on February 27, 2017 and incorporated herein by this reference.
(44) Filed as Exhibit 4a(15) with Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File No. 001-00973, on April 30, 2018 and incorporated herein by this reference.
(45) Filed as Exhibit 4a(15) with Annual Report on Form 10-K for the year ended December 31, 2019, File No. 001-09120, on February 26, 2020 and incorporated herein by this reference.
(46) Filed as Exhibit 4a(15) with Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No. 001-09120, on May 3, 2022 and incorporated herein by reference.
(47) Filed as Exhibit 4b with Annual Report on Form 10-K for the year ended December 31, 2019, File No. 001-09120, on February 26, 2020 and incorporated herein by the reference.
(48) Filed as Exhibit 4 with Current Report on Form 8-K, File No. 001-00973, on December 1, 1993 and incorporated herein by this reference.
(49) Filed as Exhibit 4-6 to Registration Statement on Form S-3, File No. 333-76020, filed on December 27, 2001 and incorporated herein by this reference.
(50) Filed as Exhibit 10.2 with Current Report on Form 8-K, File No. 001-00973, on February 19, 2009 and incorporated herein by this reference.
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Schedule II—Valuation and Qualifying Accounts Years Ended December 31, 2023—December 31, 2021
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Column A Column B Column C Additions Column D Column E
Description Balance at
Beginning of
Period Charged to
cost and
expenses Charged to
other
accounts-
describe Deductions-
describe Balance at
End of
Period
Millions
2023
Allowance for Credit Losses $ 339 $ 100 (A) $ — $ 156 (B) $ 283
Materials and Supplies Valuation Reserve 10 4 — — 14
2022
Allowance for Credit Losses $ 337 $ 114 (A) $ — $ 112 (B) $ 339
Materials and Supplies Valuation Reserve 12 1 — 3 (C) 10
2021
Allowance for Credit Losses $ 206 $ 195 (A) $ — $ 64 (B) $ 337
Materials and Supplies Valuation Reserve 10 3 — 1 (C) 12
(A) For a discussion of bad debt recoveries, see Item 8. Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies.
(B) Accounts Receivable written off.
(C) Reserve reduced to appropriate level as a result of asset dispositions and to remove obsolete inventory.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
Column A Column B Column C Additions Column D Column E
Description Balance at
Beginning
of Period Charged to
cost and
expenses Charged to
other
accounts-
describe Deductions-
describe Balance at
End of
Period
Millions
2023
Allowance for Credit Losses $ 339 $ 100 (A) $ — $ 156 (B) $ 283
Materials and Supplies Valuation Reserve 4 3 — — 7
2022
Allowance for Credit Losses
$ 337 $ 114 (A) $ — $ 112 (B) $ 339
Materials and Supplies Valuation Reserve 3 1 — — 4
2021
Allowance for Credit Losses $ 206 $ 195 (A) $ — $ 64 (B) $ 337
Materials and Supplies Valuation Reserve 2 2 — 1 (C) 3
(A) For a discussion of bad debt recoveries, see Item 8. Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies.
(B) Accounts Receivable written off.
(C) Reserve reduced to appropriate level and to remove obsolete inventory.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
P UBLIC S ERVICE E NTERPRISE G ROUP I NCORPORATED
By: /s/ R ALPH A. L A R OSSA
Ralph A. LaRossa
Chair of the Board, President and
Chief Executive Officer
Date: February 26, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signatures of the undersigned shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
Signature Title Date
/s/ R ALPH A. L A R OSSA
Chair of the Board, President, Chief Executive Officer and February 26, 2024
Ralph A. LaRossa Director (Principal Executive Officer)
/s/ D ANIEL J. C REGG
Executive Vice President and Chief Financial Officer February 26, 2024
Daniel J. Cregg (Principal Financial Officer)
/s/ R OSE M. C HERNICK
Vice President and Controller February 26, 2024
Rose M. Chernick (Principal Accounting Officer)
/s/ W ILLIE A. D EESE
Director February 26, 2024
Willie A. Deese
/s/ J AMIE M. G ENTOSO
Director February 26, 2024
Jamie M. Gentoso
/s/ B ARRY H . O STROWSKY
Director February 26, 2024
Barry H. Ostrowsky
/s/ R ICARDO G . P ÉREZ
Director February 26, 2024
Ricardo G. Pérez
/s/ V ALERIE A. S MITH
Director February 26, 2024
Valerie A. Smith
/s/ S COTT G. S TEPHENSON
Director February 26, 2024
Scott G. Stephenson
/s/ L AURA A. S UGG
Director February 26, 2024
Laura A. Sugg
/s/ J OHN P. S URMA
Director February 26, 2024
John P. Surma
/s/ K ENNETH Y. T ANJI
Director February 26, 2024
Kenneth Y. Tanji
/s/ S USAN T OMASKY
Director February 26, 2024
Susan Tomasky
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
P UBLIC S ERVICE E LECTRIC AND G AS C OMPANY
By: /s/ K IM C. H ANEMANN
Kim C. Hanemann
President
Date: February 26, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signatures of the undersigned shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
Signature Title Date
/s/ R ALPH A. L A R OSSA
Chair of the Board and Chief Executive Officer and February 26, 2024
Ralph A. LaRossa Director (Principal Executive Officer)
/s/ D ANIEL J. C REGG
Executive Vice President and Chief Financial Officer February 26, 2024
Daniel J. Cregg (Principal Financial Officer)
/s/ R OSE M. C HERNICK
Vice President and Controller February 26, 2024
Rose M. Chernick (Principal Accounting Officer)
/s/ W ILLIE A. D EESE
Director February 26, 2024
Willie A. Deese
/s/ B ARRY H . O STROWSKY
Director February 26, 2024
Barry H. Ostrowsky
/s/ S USAN T OMASKY
Director February 26, 2024
Susan Tomasky
159