William Johnson Named CEO and President
Ten New Directors to be Appointed; Seven Current Directors Stepping
Down
New CEO and Board to Bring Fresh Perspectives, Experience and
Expertise to Further Strengthen Culture of Safety and Accountability and
to Lead PG&E Through the Restructuring Process in the Interest of All
Stakeholders
The Appointment of the New CEO and Board is the Result of Engagement
with the Company’s Shareholders and Stakeholders
SAN FRANCISCO--(BUSINESS WIRE)--
PG&E Corporation (NYSE: PCG) (the “Company,” and together with Pacific
Gas and Electric Company, “PG&E”) today announced the appointment of
William “Bill” Johnson as Chief Executive Officer and President and the
appointment of 10 new directors to its Board of Directors (the “Board”).
The Board appointments will be effective as of the next in-person Board
meeting, which will be held as soon as practicable. The significant
changes in leadership reflect PG&E’s focus on strengthening its safety
culture and operational effectiveness and successfully navigating the
Company’s Chapter 11 process.
Safety at PG&E is the central-most mission of both the management team
and the Board. To that end, PG&E made a commitment to enacting
leadership changes, including selecting a new CEO and undertaking a
significant Board refreshment process to replace a majority of the Board
with new independent directors prior to the Company’s 2019 Annual
Meeting of Shareholders. In addition to the appointment of Mr. Johnson
as CEO and President, the Company today announced a refreshed Board that
includes 13 highly accomplished individuals committed to further
enhancing PG&E’s safety culture, understanding and properly responding
to customer concerns and fairly treating wildfire victims, employees,
retirees and other interested parties. Mr. Johnson, the management team
and the Board are also committed to working constructively with
regulators, policymakers and other stakeholders in an open and
transparent fashion in support of California’s policy goals.
The PG&E Board stated: “We have heard the calls for change and have
taken action today to ensure that PG&E has the right leadership to bring
about real and dynamic change that reinforces our commitment to safety,
continuous improvement and operational excellence. We believe our new
CEO and the newly constituted Board will help PG&E address California’s
evolving energy challenges and deliver what our customers expect from
their energy company.”
Bill Johnson, PG&E’s New CEO
Bill Johnson is concluding a more than six-year tenure as President and
CEO of the Tennessee Valley Authority (TVA), with responsibility for
leading the nation’s largest publicly owned utility in its mission of
providing energy, environmental stewardship and economic development
across a seven-state region.
During Mr. Johnson’s time at TVA, the organization achieved the best
safety records in its 85-year history and has been a perennial top
decile safety performer in the utility industry. In that same period,
Mr. Johnson led the retirement of more than half of TVA’s coal
generation, resulting in a reduction of TVA’s carbon emissions by about
50% over the last decade. He was responsible for leading the generation
of more than 50% of TVA’s energy from non-greenhouse gas emitting
sources. He also oversaw TVA’s expansion into utility scale solar in
recent years, with the addition of approximately 1,000 megawatts (mWs),
and pursued the modernization of its hydro assets to increase the
overall amount of renewable resources. TVA’s renewable portfolio
includes almost 2,400 mWs of wind and solar and 5,800 mWs of hydro
capacity.
Prior to his tenure at TVA, Mr. Johnson was the Chairman, President and
CEO of Progress Energy. Throughout his career in the electric utility
industry, Mr. Johnson has collaborated closely with elected officials
and other community leaders to deliver safe and reliable electricity to
millions of customers. The Board expects Mr. Johnson to begin his role
in late April 2019.
The PG&E Board stated: “We are pleased to announce Bill Johnson as
PG&E’s new Chief Executive Officer and President. Mr. Johnson brings
substantial safety and operational expertise from his extensive career
in the energy industry. With more than a decade of combined chief
executive experience at two large utility companies, Mr. Johnson has a
deep understanding of managing risk and the responsibility of keeping
customers safe. Most recently, as President and CEO of the Tennessee
Valley Authority, he was responsible for leading the nation’s largest
publicly owned utility in its mission of providing energy, environmental
stewardship and economic development across a seven-state region. We
believe Mr. Johnson is the right leader for PG&E as we work to
strengthen our safety culture and navigate a complex and challenging
period in our company’s history.”
Mr. Johnson said, “The 24,000 employees of PG&E are clearly dedicated to
this state and are determined to provide safe, reliable, affordable and
clean energy to 16 million Californians. I am humbled to take on this
new challenge and am dedicated to meeting the high expectations that our
customers, regulators and legislators have for PG&E. While the
challenges facing PG&E and California are significant, by working
together, we will overcome them to serve the best interests of our
customers, their families and the communities we serve. This starts with
a steadfast commitment to providing safe and reliable power.”
Reflecting his absolute commitment to safety, more than half of Mr.
Johnson’s incentive compensation will be directly tied to safety
performance and metrics, which PG&E believes significantly exceeds
industry standards.
The PG&E Board continued, “We appreciate the calm and steady hand that
John Simon demonstrated while serving as our interim CEO. Mr. Simon’s
stewardship kept the Company focused on public safety and enabled the
Board to conduct its refreshment process to address PG&E’s future needs.”
Board Refreshment
Effective as of the next in-person Board meeting, which will be held as
soon as practicable, Richard Barrera, Jeffrey Bleich, Nora Mead
Brownell, Cheryl Campbell, Michael Leffell, Kenneth Liang, Dominique
Mielle, Meridee Moore, Kristine Schmidt and Alejandro Wolff will join
continuing PG&E directors Fred Fowler, Richard Kelly and Eric Mullins on
the Board. In connection with these appointments, the remaining
directors will be stepping down from the Board at that time. The members
of the newly constituted Board will elect a new Chair of the Board and
determine committee assignments. All PG&E directors, including the newly
appointed directors, will stand for election at the Annual Meeting,
scheduled for May 21, 2019. In addition, Bill Johnson will stand for
election as a fourteenth director at the upcoming Annual Meeting. Abrams
Capital Management, Knighthead Capital Management and Redwood Capital
Management engaged in discussions with PG&E’s Board and management as
part of PG&E’s CEO selection and Board refreshment process and have
expressed support for the new CEO and the new Board.
In addition to the experience and backgrounds of the continuing PG&E
directors, the new CEO and the 10 new directors represent a group of
highly qualified and diverse executives who add fresh perspectives,
leadership experience and specific expertise. The newly constituted
Board will be well-positioned to guide the Company through its current
challenges and drive necessary changes. PG&E’s new CEO and Board share
the core belief that the Company’s success will be rooted in safety and
operational excellence. Accordingly, these matters are their highest
priority. PG&E’s new CEO and Board are also attuned to the interests of
the Company’s many stakeholders and are committed to continued
transparent and constructive engagement with wildfire victims,
customers, civic leaders, regulators, policymakers, shareholders,
business partners, creditors, employees and retirees, among others. PG&E
worked with its shareholders and stakeholders to create a well-rounded
Board in terms of both backgrounds and skills needed to address the
unique and complex circumstances facing PG&E, including those arising
out of PG&E’s Chapter 11 cases. Moreover, PG&E will benefit from the
diversity — in perspectives, ethnicities and genders — of its new
directors. The Board also expects to supplement its experience by adding
advisory members with specific expertise, including with respect to
nuclear safety and cybersecurity.
PG&E’s New Board of Directors
PG&E believes that a diverse Board with a mix of operational, safety,
risk management, regulatory, restructuring, financial, audit and
business experience will be critical in continuing improvements to
safety, driving operational excellence and navigating the restructuring
process. The new directors include individuals who have lived and worked
in California, received degrees from universities in California, and who
have California-related regulatory experience. The newly comprised Board
will include:
-
Industry leaders who have dedicated their careers to delivering safe
and reliable utility service to millions of customers;
-
Leaders with fresh perspectives on safety and risk management; and
-
Leaders with over 125 years of collective experience in financial and
operational restructurings, which often involved making fundamental
changes to corporate culture. This experience will not only help guide
PG&E through Chapter 11, but will also enable cultural change at PG&E.
The 13 members of the incoming Board are as follows:
-
Jeffrey Bleich is a Partner at the global law firm Dentons and
a leader of its global diplomatic consulting group. He served as U.S.
Ambassador to Australia from 2009 to 2013 and also previously served
as Special Counsel to President Obama. Prior to that, Mr. Bleich was a
long-time partner at the California law firm Munger, Tolles & Olson
LLP, where he was recognized as one of California’s leading
litigators. He has three decades of experience in resolving complex
domestic and international disputes and specializing in cybersecurity.
Mr. Bleich serves on several boards, including as Chair of the
Fulbright Foreign Scholarship Board (appointed by President Obama). He
has also previously served as Chair of the California State University
Board of Trustees, President of the California State Bar, a member of
the Governor’s International Trade and Investment Council and
President of the Bar Association of San Francisco. Mr. Bleich is a
long-time California resident.
-
Nora Mead Brownell has served as a Commissioner of the Federal
Energy Regulatory Commission (FERC), a member of the Pennsylvania
Public Utility Commission and President of the National Association of
Regulatory Utility Commissioners. During her time at FERC, Ms.
Brownell oversaw the transition of the North American Electric
Reliability Corporation to FERC oversight after Congress passed the
Energy Policy Act of 2005, which provided for mandatory electric
reliability standards. Ms. Brownell has been an advocate for consumer
protection, competitive markets and national energy infrastructure
development. She has worked extensively with California stakeholders
to resolve market and infrastructure issues. Ms. Brownell currently
serves as a board member of National Grid plc, a multinational
investor-owned electric and gas utility company, and has served on its
Safety Committee for over six years. She has served on multiple energy
and utility boards, including Spectra Energy Partners, LP and Oncor
Electric Delivery Company LLC, and clean technology company boards.
Ms. Brownell is the co-founder of Espy Energy Solutions, LLC, an
energy consulting firm.
-
Richard Barrera has over 20 years of asset management and
financial expertise investing in businesses undergoing transformations
across a wide range of sectors. Throughout his career, Mr. Barrera has
invested in the electric utility and independent power industries and
has participated in numerous restructurings both in and out of Chapter
11. In 2013, Mr. Barrera founded Roystone Capital Management
(“Roystone”), an asset management firm which invests across the
capital structure in both debt and equity. Prior to Roystone, he was a
Partner and Co-Portfolio Manager at Redwood Capital Management and
Glenview Capital Management, both private investment management firms.
Mr. Barrera’s restructuring experience includes several bankruptcies
involving complex litigation and a number of telecommunication
restructurings in which he actively helped companies recapitalize
balance sheets to enable successful operational turnarounds.
-
Cheryl Campbell has 35 years of energy experience in midstream,
interstate pipelines and utilities. She is most recently a former
Senior Vice President of Xcel Energy, Inc., a major electric and gas
utility operating in eight states and serving 5.4 million customers.
She developed Xcel Energy’s risk management, regulatory, environmental
and operating plans for its gas assets while improving operating and
financial results across the enterprise. Ms. Campbell also served as
President and CEO of WestGas InterState, a FERC-regulated pipeline
owned by Xcel Energy, developing the same programs. Her experience
includes strategic planning, operations, regulator and risk
management. Ms. Campbell served on the U.S. Department of
Transportation’s Gas Pipeline Advisory Committee, providing guidance
to the Secretary of Transportation on the safety of the nation’s gas
pipeline infrastructure. She served as 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. In addition
to the Department of Transportation Gas Pipeline Advisory Committee,
Ms. Campbell has served on multiple energy and utility-related boards,
including Hoffman Southwest Corporation and the Colorado Oil and Gas
Association.
-
Fred Fowler has extensive knowledge and over 45 years of
experience in utility company operations, including safety, natural
gas and gas liquids production, transportation and marketing, and
electricity generation, transmission and distribution. He brings
leadership, management and business skills developed as an executive
and a director of numerous public and privately held companies. Mr.
Fowler is retired Chairman of the Board of Spectra Energy Partners,
LP, a master limited partnership that owns natural gas transmission
and storage assets. Mr. Fowler was also President and Chief Executive
Officer of Spectra Energy Corp, a natural gas gathering and
processing, transmission and storage, and distribution company. In
addition, he was President and Chief Operating Officer of Duke Energy.
-
Richard Kelly has over 45 years of diverse energy experience
and leadership as a utility industry executive. He is retired Chairman
and CEO of Xcel Energy Inc., a utility supplier of electric power and
natural gas service operating in eight Western and Midwestern states.
Mr. Kelly previously served on the Board of BrightSource Energy, Inc.
(a solar thermal technology company). His specific expertise includes
safety, utility operations, clean energy, nuclear and renewable power
and finance.
-
Michael Leffell is the Founder of Portage Partners, a privately
held company focused on sourcing, analyzing and monitoring
non-traditional investment opportunities. He is also Chairman of Canoe
Software, a financial technology company. Mr. Leffell was previously
the Deputy Executive Managing Member at Davidson Kempner Capital
Management, a global institutional investment management firm, where
for 20 years he co-managed the Distressed Investment strategy,
including multiple positions in a broad range of large complex
corporate restructuring and domestic and international bankruptcies
that often implicated complex litigation. Mr. Leffell has served on
boards of public and private companies, including Genco Shipping and
Trading Limited, a publicly traded transportation services company.
-
Kenneth Liang was a Senior Managing Director and Head of
Restructurings at Oaktree Capital Management’s Opportunities Funds,
Oaktree’s largest investment strategy fund. Mr. Liang retired from
Oaktree in April 2018 after being with Oaktree since its inception
over 20 years ago. Mr. Liang joined Oaktree at its formation in 1995
as an original equity holder and served as Oaktree’s General Counsel
until June 2001. Before Oaktree, he served as a Senior Vice President
at TCW Group. Mr. Liang has extensive U.S. and international
experience as a significant stakeholder in prominent and complex
restructurings of many troubled businesses inside and outside of
Chapter 11 and in court-supervised reorganizations. He has served on
the Boards of Tribune Media Co., Tekni-Plex, Inc., Pulse Electronics
Corp., STORE Capital Corporation and Excel Maritime Carriers Ltd.,
among others. Mr. Liang graduated from the University of Southern
California and Georgetown University Law Center, and lives in
California.
-
Dominique Mielle was a Partner and Senior Portfolio Manager at
Canyon Capital Advisors, LLC, where she worked from 1998 to 2017. Ms.
Mielle has played key roles in complicated bankruptcies where public
safety and the economic well-being of the public were critical issues
requiring extensive engagement with government entities, regulatory
agencies and affected communities. Ms. Mielle was a member of the
creditors’ committee for the Commonwealth of Puerto Rico, and also
served as a restructuring committee member of American Airlines,
Continental Airlines, Delta Airlines, Northwest Airlines and United
Airlines in the wake of the September 11 attacks. Ms. Mielle currently
serves as a director of Anworth Mortgage Asset Corporation and a
director of Studio City International Holdings Ltd. Ms. Mielle earned
an MBA from Stanford University and lives in California.
-
Meridee Moore has over 25 years of investment and restructuring
experience over a wide range of industries. She is the Founder, CEO
and Chief Investment Officer of Watershed Asset Management, a San
Francisco-based alternative asset manager. Watershed managed capital
for institutional investors for over 15 years. Previously, Ms. Moore
was a Partner and Portfolio Manager at Farallon Capital Management, a
global institutional investment firm. Ms. Moore has invested and
participated in numerous restructurings in and out of Chapter 11,
including PG&E’s restructuring in 2001. Ms. Moore currently serves as
an Independent Director of BlackRock Capital Investment Corp., on the
Advisory Board of Fiduciary Counseling Corporation and on the Board of
Nextgen Climate America, a California-based climate policy non-profit.
She has served on the Boards of Morgans Hotel Group and AMF Bowling
Worldwide, among others. Ms. Moore has a J.D. from Yale Law School and
is a long-time California resident.
-
Eric Mullins is Co-Chief Executive Officer of Lime Rock
Resources, L.P., a private equity oil and gas investment firm that
acquires, operates, and improves oil and natural gas properties in the
U.S. Prior to co-founding Lime Rock Resources, L.P. in 2005, Mr.
Mullins worked in the Investment Banking Division of Goldman Sachs &
Co. for 15 years, most recently as Managing Director in the firm’s
Energy and Power Group, where he led numerous financing, structuring,
and strategic advisory transactions for public and private oil and gas
exploration and production companies. He brings strategic management,
leadership and corporate financial expertise developed as an executive
in the investment banking industry working with public and private
companies in the natural resources and utilities sector.
-
Kristine Schmidt has over 35 years of experience in the
electricity industry, having worked for and consulted with some of the
largest public utilities throughout the United States. Over the last
25 years, Ms. Schmidt’s experience was primarily in the regional
wholesale market arena and high voltage transmission development and
regulatory policies. The regional wholesale markets are critical
across the United States to efficiently and cost-effectively integrate
large scale renewables. Ms. Schmidt has served as a FERC Commissioner
Advisor, addressing national policies and reforms resulting from the
California Energy Crisis and FERC’s expanded authority from the Energy
Policy Act, among other key policy issues. Ms. Schmidt was the Chair
of the inaugural Western Energy Imbalance Market (WEIM) Governing
Body, which promotes the integration of surplus renewables energy into
the grid and is a member of the Board with governance responsibility
over the wholesale energy imbalance market in the western region,
including California. Ms. Schmidt was previously CEO of Peak Utility
Services Group, a leading utility service construction provider. She
was also a corporate officer with the nation’s largest independent
high voltage transmission company, ITC Holdings Corporation, and the
President of ITC Great Plains, which has the highest percentage of
utility scale wind power in the nation. Ms. Schmidt has also held
various senior management responsibilities for public utilities,
including Xcel Energy, and served on the Board of Peak Utility
Services Group.
-
Alejandro Wolff served in the U.S. State Department for 34
years, serving as the U.S. Ambassador to the Republic of Chile from
2010 to 2013 and previously served as U.S. Ambassador to the United
Nations. Mr. Wolff has dealt with natural disasters during tours in
Algeria and Chile, and conflict and terrorist situations during
assignments in Cyprus and France. As ambassador to the Republic of
Chile, Mr. Wolff promoted U.S.-origin renewable energy alternatives
for Chile, including solar power. Mr. Wolff currently serves as a
director of Albemarle Corporation (“Albemarle”), a global specialty
chemicals company. As a member of Albemarle’s Health, Safety &
Environment Committee, Mr. Wolff brings considerable knowledge of
clean energy, sustainability, renewable energy and electricity
storage. Mr. Wolff also serves as the Lead Independent Director and
Chair of the Corporate Governance and Nominating Committee of Versum
Materials, an electronic materials company with operations in
California, and as a director of JetSMART Holdings, an airline in
South America. Mr. Wolff was raised in California, graduated from the
University of California, Los Angeles, and continues to have close
ties to California.
In addition to its own extensive search, which involved a professional
search firm and the consideration of over 100 candidates, the PG&E Board
received input from shareholders and stakeholders during the Board
refreshment and CEO selection process. These discussions involved close
consideration and review of dozens of highly qualified candidates with a
wide range of skill sets and experiences sourced from a variety of
stakeholders. PG&E has valued this dialogue and will continue to engage
in conversations with its stakeholders as it works to further improve
PG&E’s safety and operational performance.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric Company
(the “Utility”), an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California. Each of PG&E Corporation and the Utility is a separate
entity, with distinct creditors and claimants, and is subject to
separate laws, rules and regulations. For more information, visit http://www.pgecorp.com.
In this news release, they are together referred to as "PG&E."
Cautionary Statement Concerning Forward-Looking Statements
This news release includes 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. 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, 2018, and their subsequent reports filed with the
Securities and Exchange Commission (the “SEC”). Additional factors
include, but are not limited to, those associated with the Chapter 11
cases of PG&E Corporation and the Utility that commenced on January 29,
2019. 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.
Additional Information
PG&E Corporation and the Utility intend to file a joint proxy statement
and other documents with the SEC in connection with their solicitation
of proxies for their 2019 Annual Meetings. Investors and security
holders are urged to read any such joint proxy statement (and any
amendments and supplements thereto), the accompanying WHITE proxy card
and other documents that have been or may be filed with the SEC
carefully and in their entirety as they contain or will contain
important information about the 2019 Annual Meetings. Investors and
security holders should read the joint proxy statement carefully before
making any voting or investment decisions. Investors and security
holders may obtain free copies of these and other documents filed with
the SEC by PG&E Corporation and the Utility through the website
maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by PG&E Corporation and the Utility with
the SEC will be available on their website at http://investor.pgecorp.com.
Participants in the Solicitation
PG&E Corporation and the Utility and their respective directors,
executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in connection
with the matters to be considered at the 2019 Annual Meetings.
Information regarding certain of the directors and officers of PG&E
Corporation and the Utility is contained in their joint proxy statement
for their 2018 Annual Meetings, which was filed with the SEC on March
26, 2018. To the extent holdings of PG&E Corporation's and the Utility's
securities by directors or executive officers have changed since the
amounts set forth in the 2018 joint proxy statement, such changes have
been or will be reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is or will be included in the joint proxy
statement and other relevant documents filed with the SEC in connection
with the 2019 Annual Meetings.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190403005904/en/
PG&E Corporation
Media Relations, 415-973-5930
Source: PG&E Corporation