The Pacific Gas and Electric Company (PG&E), (NYSE: PCG) is the utility that provides natural gas and electricity to most of the northern two-thirds of California, from Bakersfield almost to the Oregon border. It is a subsidiary of the PG&E Corporation.
PG&E was founded in 1905 and is currently headquartered in the Pacific Gas & Electric Building in San Francisco.
PG&E is like most energy companies. It's big and it has deep pockets. Forget what you heard in the movie Erin Brockovich (search the web, you'll find some interesting articles proving that the movie was mostly fiction and took liberal license with the truth in order to win viewers' hearts), PG&E isn't any more evil or altruistic than any other big company, which could simply mean that it's plenty evil and selfish, but don't judge the company based on a movie from an overrated director with a penchant for bending the truth.
Speaking of selfish, I have to say that from a compensation standpoint, PG&E was not selfish. The salary at the time was very reasonable for me, and the benefits were very good. 401K match, health, dental, transportation reimbursement, and even some training.
And bonuses! PG&E was one of the few places I've worked in my sorry 15 year career that actually gave a bonus...not a huge one, but it was still nice (I'll give you a hint, it was more than USD 4000, but less than USD 6000). For corporate IT workers (the modern day slaves of the white collar world) that was really something (and we were largely maintenance developers; not sales support engineers, not managers, not team leads, not even "architects" whatever the hell that means).
The company was also more than fair when it split with many of us due to a relocation; those that chose not to remain with the company not only got a six-month severance, but also a pro-rated bonus for the part of the last year they were with the company when the bonuses were handed out a year later. Incredible. Maybe not smart from a corporate perspective, but I have to tell the truth about the good, and the truth is that the company was more than fair about compensation. Anyone from the group that I was with that disagrees with that is either spoiled or delusional. Those perks were not unique to me; everyone in that group got them, even the unworthy. That was then, I have no idea how it is now.
I would also say that at the time, I was fortunate enough to work with some decent people. Most of them are not with the company anymore, but at that time, we had an interesting nucleus of people that were very smart and hard working. There were also some scrubs, but what do you expect? I've never been in a work environment where there weren't at least a few people that were lazy, uninterested, or just plain wrong for IT.
The Bad
When I was there, we had some good people in low-level leadership positions. I cannot say I was quite so impressed with the guys in the mid-to-high leadership positions. Though their intentions were good, their hiring actions left us with a department head that didn't really understand IT, a QA department that didn't understand anything about software testing or the company's business, several IT infrastructure personnel that were weird, out-of-touch, and nearly useless individuals, and senior managers that started to rub the good low-level managers the wrong way. Not a good combination.
The other problem was the technology. We supported trading systems that started with packaged software and had lots of hacked customizations bolted on (actually, if you've any corporate IT experience, that should sound pretty familiar to you). Some of the people that worked on that were really brilliant people, but you can only do so much with little time, and development methodologies and techologies from the early-1990's. In other words, we supported systems that were wracked with hard-coding, duplicated logic, and that weren't particularly stable. On-call delegation there was ridiculous, and you'd get called at 2am for a system you didn't know anything about. However, the branch that happened in may have been long dissolved, and perhaps they've got newer or better stuff now.
BE IT FURTHER RESOLVED that the basic responsibility of the Compensation Committee shall be to advise and assist this Board, the Board of Directors of Pacific Gas and Electric Company, and the Board of Directors of any other subsidiary with non-employee directors with respect to the compensation of directors; certain policies and practices regarding employment, compensation, and benefits; and the development, selection, and compensation of policy-making officers. The Compensation Committee shall have the sole authority to select, retain, and terminate any firm as it deems necessary or appropriate to assist the Committee in exercising its duties and responsibilities, including assisting the Committee in the evaluation of the compensation of the Chief Executive Officer and other elected officers of PG&E Corporation, Pacific Gas and Electric Company, and any subsidiaries with non-employee directors, and to approve such firm’s fees and other retention terms, taking into account such firm’s independence from management. More specifically, the Compensation Committee shall:
(a) Review and discuss with management the Compensation Discussion and Analysis (“CD&A”) required by the Securities and Exchange Commission (“SEC”) and, based on such review and discussion, recommend to this Board whether the CD&A should be included in the corporation’s annual proxy statements or annual reports on Form 10-K filed with the SEC; and (b) perform a similar function for Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
(a) Produce a Compensation Committee Report for inclusion in this corporation’s annual proxy statements or annual reports on Form 10-K filed with the SEC, indicating whether the Committee has reviewed, discussed, and recommended the CD&A; and (b) perform a similar function for Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
Review and recommend to this Board the amount and form of compensation and benefits to be received by directors of this corporation who are not employees of this corporation or of a subsidiary or affiliate, including benefits under incentive compensation plans and equity-based plans, and perform a similar function with respect to the compensation and benefits to be received by such directors of Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
Review and approve the overall compensation philosophy and objectives of this corporation, and review certain employee compensation and benefits policies and practices of this corporation and its subsidiaries.
(a) Review and, as applicable, approve (or recommend that this Board or the Boards of Directors of subsidiary companies approve) (i) executive compensation and benefits plans and arrangements, (ii) short-term incentive plans that include officers, (iii) tax-qualified pension plans, (iv) equity-based plans for employees, (v) funded welfare benefit plans, and (vi) any other compensation plan or arrangement to the extent board-level approval is required for such plans; and (b) approve amendments to such plans as may be designated by this Board or by the Board of Directors of a subsidiary.
Review the employee compensation policies and practices for PG&E Corporation, Pacific Gas and Electric Company, and their subsidiaries, with respect to whether or not such policies and practices are reasonably likely to have a material adverse impact on the respective company. Such review should consider, among other things, the relationship between compensation policies and practices, and risk management activities and risk-taking incentives.
(a) Annually review and approve the corporate goals and objectives of the Chief Executive Officer of this corporation, and evaluate the performance of the Chief Executive Officer in light of the approved performance goals and objectives; (b) review and recommend to the independent members of this Board of Directors the salary and other compensation of the Chief Executive Officer of this corporation, including determining the long-term incentive component of the Chief Executive Officer’s compensation after considering this corporation’s performance and relative shareholder return and the value of similar incentive awards granted to chief executive officers of comparable companies and the incentive awards granted to the Chief Executive Officer in past years; (c) review and act upon the recommendations of the Chief Executive Officer of this corporation concerning salaries and other compensation of all “officers” of this corporation, as defined in Rule 16a-1(f) under the Exchange Act (“Section 16 Officers”); and (d) review and act upon the recommendations of the Chief Executive Officer of this corporation concerning salaries and other compensation of all other officers (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion, delegate to the Chief Executive Officer of PG&E Corporation the authority to approve salary and other compensation of officers of this corporation (except Section 16 Officers) whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer.
(a) Review and recommend to the independent members of the Board of Directors of Pacific Gas and Electric Company the salary and other compensation of the Chief Executive Officer (or, if that office is not filled, the President) of that company; (b) review and act upon the recommendations of the Chief Executive Officer of PG&E Corporation concerning salaries and other compensation of all Section 16 Officers of Pacific Gas and Electric Company; and (c) review and act upon the recommendation of the Chief Executive Officer of PG&E Corporation concerning salaries and other compensation of all other officers of Pacific Gas and Electric Company (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion, delegate to the Chief Executive Officer of PG&E Corporation the authority to approve salary and other compensation of officers of Pacific Gas and Electric Company (except Section 16 Officers) whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer; and (d) perform a similar function with respect to compensation paid to chief executive officers, Section 16 Officers, and other officers of the other subsidiaries with non-employee directors, with similar power of delegation to the Chief Executive Officer of PG&E Corporation.
Review and act upon the recommendations of the Chief Executive Officer of PG&E Corporation concerning the salaries and other compensation of the officers of all other subsidiaries (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion, delegate to the Chief Executive Officer of PG&E Corporation the authority to approve salary and other compensation of officers whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer.
(a) Oversee the evaluation of the management of this corporation; (b) review long-range planning for officer development and succession; and (c) perform a similar function for Pacific Gas and Electric Company.
Conduct an annual performance evaluation of the Committee.
Report regularly to this Board of Directors and the Board of Directors of Pacific Gas and Electric Company, as appropriate, on the Committee’s deliberations and actions taken, and deliberations or actions taken by any formal subcommittees that may be established by the Committee.
PG&E was founded in 1905 and is currently headquartered in the Pacific Gas & Electric Building in San Francisco.
PG&E is like most energy companies. It's big and it has deep pockets. Forget what you heard in the movie Erin Brockovich (search the web, you'll find some interesting articles proving that the movie was mostly fiction and took liberal license with the truth in order to win viewers' hearts), PG&E isn't any more evil or altruistic than any other big company, which could simply mean that it's plenty evil and selfish, but don't judge the company based on a movie from an overrated director with a penchant for bending the truth.
Speaking of selfish, I have to say that from a compensation standpoint, PG&E was not selfish. The salary at the time was very reasonable for me, and the benefits were very good. 401K match, health, dental, transportation reimbursement, and even some training.
And bonuses! PG&E was one of the few places I've worked in my sorry 15 year career that actually gave a bonus...not a huge one, but it was still nice (I'll give you a hint, it was more than USD 4000, but less than USD 6000). For corporate IT workers (the modern day slaves of the white collar world) that was really something (and we were largely maintenance developers; not sales support engineers, not managers, not team leads, not even "architects" whatever the hell that means).
The company was also more than fair when it split with many of us due to a relocation; those that chose not to remain with the company not only got a six-month severance, but also a pro-rated bonus for the part of the last year they were with the company when the bonuses were handed out a year later. Incredible. Maybe not smart from a corporate perspective, but I have to tell the truth about the good, and the truth is that the company was more than fair about compensation. Anyone from the group that I was with that disagrees with that is either spoiled or delusional. Those perks were not unique to me; everyone in that group got them, even the unworthy. That was then, I have no idea how it is now.
I would also say that at the time, I was fortunate enough to work with some decent people. Most of them are not with the company anymore, but at that time, we had an interesting nucleus of people that were very smart and hard working. There were also some scrubs, but what do you expect? I've never been in a work environment where there weren't at least a few people that were lazy, uninterested, or just plain wrong for IT.
The Bad
When I was there, we had some good people in low-level leadership positions. I cannot say I was quite so impressed with the guys in the mid-to-high leadership positions. Though their intentions were good, their hiring actions left us with a department head that didn't really understand IT, a QA department that didn't understand anything about software testing or the company's business, several IT infrastructure personnel that were weird, out-of-touch, and nearly useless individuals, and senior managers that started to rub the good low-level managers the wrong way. Not a good combination.
The other problem was the technology. We supported trading systems that started with packaged software and had lots of hacked customizations bolted on (actually, if you've any corporate IT experience, that should sound pretty familiar to you). Some of the people that worked on that were really brilliant people, but you can only do so much with little time, and development methodologies and techologies from the early-1990's. In other words, we supported systems that were wracked with hard-coding, duplicated logic, and that weren't particularly stable. On-call delegation there was ridiculous, and you'd get called at 2am for a system you didn't know anything about. However, the branch that happened in may have been long dissolved, and perhaps they've got newer or better stuff now.
BE IT FURTHER RESOLVED that the basic responsibility of the Compensation Committee shall be to advise and assist this Board, the Board of Directors of Pacific Gas and Electric Company, and the Board of Directors of any other subsidiary with non-employee directors with respect to the compensation of directors; certain policies and practices regarding employment, compensation, and benefits; and the development, selection, and compensation of policy-making officers. The Compensation Committee shall have the sole authority to select, retain, and terminate any firm as it deems necessary or appropriate to assist the Committee in exercising its duties and responsibilities, including assisting the Committee in the evaluation of the compensation of the Chief Executive Officer and other elected officers of PG&E Corporation, Pacific Gas and Electric Company, and any subsidiaries with non-employee directors, and to approve such firm’s fees and other retention terms, taking into account such firm’s independence from management. More specifically, the Compensation Committee shall:
(a) Review and discuss with management the Compensation Discussion and Analysis (“CD&A”) required by the Securities and Exchange Commission (“SEC”) and, based on such review and discussion, recommend to this Board whether the CD&A should be included in the corporation’s annual proxy statements or annual reports on Form 10-K filed with the SEC; and (b) perform a similar function for Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
(a) Produce a Compensation Committee Report for inclusion in this corporation’s annual proxy statements or annual reports on Form 10-K filed with the SEC, indicating whether the Committee has reviewed, discussed, and recommended the CD&A; and (b) perform a similar function for Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
Review and recommend to this Board the amount and form of compensation and benefits to be received by directors of this corporation who are not employees of this corporation or of a subsidiary or affiliate, including benefits under incentive compensation plans and equity-based plans, and perform a similar function with respect to the compensation and benefits to be received by such directors of Pacific Gas and Electric Company and any other subsidiary with non-employee directors.
Review and approve the overall compensation philosophy and objectives of this corporation, and review certain employee compensation and benefits policies and practices of this corporation and its subsidiaries.
(a) Review and, as applicable, approve (or recommend that this Board or the Boards of Directors of subsidiary companies approve) (i) executive compensation and benefits plans and arrangements, (ii) short-term incentive plans that include officers, (iii) tax-qualified pension plans, (iv) equity-based plans for employees, (v) funded welfare benefit plans, and (vi) any other compensation plan or arrangement to the extent board-level approval is required for such plans; and (b) approve amendments to such plans as may be designated by this Board or by the Board of Directors of a subsidiary.
Review the employee compensation policies and practices for PG&E Corporation, Pacific Gas and Electric Company, and their subsidiaries, with respect to whether or not such policies and practices are reasonably likely to have a material adverse impact on the respective company. Such review should consider, among other things, the relationship between compensation policies and practices, and risk management activities and risk-taking incentives.
(a) Annually review and approve the corporate goals and objectives of the Chief Executive Officer of this corporation, and evaluate the performance of the Chief Executive Officer in light of the approved performance goals and objectives; (b) review and recommend to the independent members of this Board of Directors the salary and other compensation of the Chief Executive Officer of this corporation, including determining the long-term incentive component of the Chief Executive Officer’s compensation after considering this corporation’s performance and relative shareholder return and the value of similar incentive awards granted to chief executive officers of comparable companies and the incentive awards granted to the Chief Executive Officer in past years; (c) review and act upon the recommendations of the Chief Executive Officer of this corporation concerning salaries and other compensation of all “officers” of this corporation, as defined in Rule 16a-1(f) under the Exchange Act (“Section 16 Officers”); and (d) review and act upon the recommendations of the Chief Executive Officer of this corporation concerning salaries and other compensation of all other officers (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion, delegate to the Chief Executive Officer of PG&E Corporation the authority to approve salary and other compensation of officers of this corporation (except Section 16 Officers) whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer.
(a) Review and recommend to the independent members of the Board of Directors of Pacific Gas and Electric Company the salary and other compensation of the Chief Executive Officer (or, if that office is not filled, the President) of that company; (b) review and act upon the recommendations of the Chief Executive Officer of PG&E Corporation concerning salaries and other compensation of all Section 16 Officers of Pacific Gas and Electric Company; and (c) review and act upon the recommendation of the Chief Executive Officer of PG&E Corporation concerning salaries and other compensation of all other officers of Pacific Gas and Electric Company (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion, delegate to the Chief Executive Officer of PG&E Corporation the authority to approve salary and other compensation of officers of Pacific Gas and Electric Company (except Section 16 Officers) whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer; and (d) perform a similar function with respect to compensation paid to chief executive officers, Section 16 Officers, and other officers of the other subsidiaries with non-employee directors, with similar power of delegation to the Chief Executive Officer of PG&E Corporation.
Review and act upon the recommendations of the Chief Executive Officer of PG&E Corporation concerning the salaries and other compensation of the officers of all other subsidiaries (other than Assistant Corporate Secretaries and Assistant Treasurers); provided, however, that the Committee may, at its discretion, delegate to the Chief Executive Officer of PG&E Corporation the authority to approve salary and other compensation of officers whose responsibilities or level of compensation the Committee deems to be more appropriate to be approved by the Chief Executive Officer.
(a) Oversee the evaluation of the management of this corporation; (b) review long-range planning for officer development and succession; and (c) perform a similar function for Pacific Gas and Electric Company.
Conduct an annual performance evaluation of the Committee.
Report regularly to this Board of Directors and the Board of Directors of Pacific Gas and Electric Company, as appropriate, on the Committee’s deliberations and actions taken, and deliberations or actions taken by any formal subcommittees that may be established by the Committee.