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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com)

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors. 

Bankruptcy Case 

No. 19-30088 (DM) Chapter 11 

(Lead Case)(Jointly Administered) 

DECLARATION OF DINYAR MISTRY IN 

SUPPORT OF MOTION OF DEBTORS 

PURSUANT TO 11 U.S.C. §§ 363 AND 105(a) 

FOR AN ORDER APPROVING TERMS OF 

EMPLOYMENT FOR NEW CHIEF 

EXECUTIVE OFFICER AND PRESIDENT OF 

PACIFIC GAS AND ELECTRIC COMPANY

Date: October 22, 2019 

Time: 10:00 a.m. (Pacific Time)

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102

☐Affects PG&E Corporation

☒Affects Pacific Gas and Electric Company

☐Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

Case: 19-30088 Doc# 4062 Filed: 10/01/19 Entered: 10/01/19 19:18:49 Page 1 of

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I, Dinyar Mistry, pursuant to section 1746 of title 28 of the United States Code, hereby declare 

under penalty of perjury that the following is true and correct to the best of my knowledge, information 

and belief:

I am the Senior Vice President of Human Resources at PG&E Corporation and Pacific Gas and 

Electric Company (collectively, “PG&E” or the “Debtors”), and have served in my current role since 

2016. I am authorized to submit this Declaration (the “Declaration”) on behalf of the Debtors in 

support of the Motion of Debtors Pursuant to 11 U.S.C. §§ 363 and 105(a) for an Order Approving 

Terms of Employment for New Chief Executive Officer and President of Pacific Gas and Electric 

Company (the “Motion”).1 The facts set forth in this Declaration are based upon my personal 

knowledge, my review of relevant documents, and information provided to me by the Debtors’ other 

employees or the Debtors’ legal, restructuring, and financial advisors. If called upon to testify, I could 

and would competently testify to the facts set forth herein. 

I. Background and Qualifications

In my current capacity as Senior Vice President of Human Resources, my duties include 

oversight of the Debtors’ talent acquisition, engagement and retention, compensation programs, 

employee development and training, labor relations, and diversity and inclusion programs. Since 

joining PG&E in 1994, I have held numerous positions, including Vice President of Regulation and 

Rates, Vice President of Internal Audit and Compliance, and Controller. I hold a Bachelor of 

Commerce in accounting and financial management from Bombay University, a Master of Business 

Administration from Texas Christian University, and a Master of Science in taxation from Golden 

Gate University. I am registered as a Certified Public Accountant in the State of California. I am 

knowledgeable and familiar with the Debtors’ day-to-day operations and, specifically, the Debtors’ 

employee benefits and compensation programs, and the processes by which they are administered and 

developed. I am also generally familiar with the compensation practices of the Debtors’ peer 

companies in the utility industry. 

 1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Motion.

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II. The Utility’s Appointment of a New Chief Executive Officer

On August 9, 2019, the Board of Directors of the Utility (the “Board”) appointed Andrew M. 

Vesey as the new CEO and President of the Utility. As CEO and President, Mr. Vesey will be 

responsible for achieving operational excellence at the Utility through a focus on providing safe and 

affordable gas and electricity to its customers and first-rate customer care. Mr. Vesey’s top priority is 

stewarding a “safety first” culture through the implementation of major changes designed to further the 

Utility’s existing focus on safety. Mr. Vesey will also be responsible through his leadership for 

establishing an environment that fosters open communication and ethical business practices and for 

developing and strengthening relationships with the Utility’s business partners and other key 

stakeholders. Mr. Vesey will report to the Board and work closely with and take direction from PG&E 

Corp.’s CEO and President, Mr. William Johnson. 

A. The Chief Executive Officer Candidate Search

The Board selected Mr. Vesey after a thorough search process. Heidrick & Struggles

(“Heidrick”), a leading executive search firm with extensive knowledge of the utility industry was 

retained to assist with the search for potential candidates for the Utility CEO position and identified 

several qualified and experienced individuals for consideration. Mr. Johnson and Mr. Mistry discussed 

the various candidates with Heidrick and identified four candidates to be interviewed. Mr. Johnson 

and the Utility’s senior leadership team then conducted interviews of the four candidates and, 

ultimately, selected Mr. Vesey as the best-qualified individual for the position. The Compensation 

Committee reviewed Mr. Vesey’s proposed employment terms as recommended by Mr. Johnson, and 

consistent with the Compensation Committee’s recommendation, the Board voted to approve Mr. 

Vesey’s appointment and employment terms.

B. Mr. Vesey’s Qualifications

Mr. Vesey has extensive experience as a senior officer at electric utilities in the United States 

and abroad. As stated, prior to joining the Utility, Mr. Vesey served as the Managing Director and 

CEO of Sydney-based AGL Energy Limited, an integrated Australian energy company serving 

approximately 3.7 million electric and natural gas customers and operating twenty percent of the 

country’s power generation capacity. 

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Before AGL, he also served in a number of leadership roles at energy companies such as AES 

Corporation, as Chief Operating Officer, and Entergy Corporation and Niagara Mohawk Power 

Corporation, where he served as a senior leader. Mr. Vesey also spent a number of years as an energy 

industry consultant and leader at firms that included FTI Consulting and Ernst & Young. He also 

served as Managing Director and Chief Executive Officer of Melbourne-based CitiPower in Australia. 

Mr. Vesey began his career as a system-planning engineer at Consolidated Edison.

With extensive past leadership experience, Mr. Vesey is prepared and committed to leading

change and delivering results across the Utility’s safety and operational areas including the electric, 

gas, generation and customer teams. Furthermore, it is the Board’s judgment that Mr. Vesey is wellequipped to restore confidence in the Utility’s safety culture, and to work to maintain and continue to 

build constructive relationships with regulators and policymakers.

III. Terms of Employment

Initially, the compensation arrangement offered to Mr. Vesey included a base salary, transition 

payment, and an annual incentive award component. The annual incentive award (payable in cash and 

equity) if earned, however, would have been payable pursuant to the Debtors’ proposed Key Employee 

Incentive Program, if it were approved by the Court.2

 On August 30, 3019, the Court denied the 

Debtors’ motion seeking approval of the Key Employee Incentive Program [Docket No. 2664] (the 

“KEIP Motion”). Accordingly the Debtors have revised the incentive award component of Mr. 

Vesey’s compensation to provide him with solely equity awards consistent with those previously 

approved in connection with the approval of Mr. Johnson’s compensation arrangements, although, Mr. 

Vesey is not receiving stock options. On September 26, 2019, the Board formally approved Mr. 

Vesey’s revised employment terms. The following is a summary of the material economic terms of 

Mr. Vesey’s current proposed compensation:

Category Description

Base Salary • Annualized base salary of $1 million.

 2 Mr. Vesey was not hired until after the KEIP Motion (as defined below) was filed and, therefore, was 

not a named participant. If approved, the KEIP Motion permitted the inclusion of additional 

participants and Mr. Vesey would have been one such additional participant. Case: 19-30088 Doc# 4062 Filed: 10/01/19 Entered: 10/01/19 19:18:49 Page 4 of

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Transition Payment • One-time cash transition payment of $1 million.

3

2019 Equity Incentive 

Awards 

• Equity awards will consist of (i) time-based restricted stock units 

(“RSUs”) and (ii) performance-based restricted stock units 

(“PRSUs”). 4

• RSUs and PRSUs. Equity awards with a target annual value of $2 

million, which amount will be prorated based upon the five-month 

period Mr. Vesey will be employed at the Utility in 2019 and 

equals approximately $830,000. 25% of such award will consist 

of RSUs that are not performance-based and 75% of such award 

will consist of PRSUs that are performance-based. The awards 

will be granted as soon as practicable after the Court’s entry of an 

Order approving this Motion.5

• The award of RSUs will vest in three equal installments on each 

of the first three anniversaries of the date of the grant.

• The award of PRSUs will be subject to the 2019 performance- based vesting metrics (the “2019 Performance Metrics”) 

described below. The PRSUs will have a performance period 

beginning on July 1, 2019 and ending on December 31, 2019. 

Anti-Dilution • All equity incentive compensation will be subject to anti-dilution 

provisions upon a spin-off to shareholders and in connection with 

a rights offering to shareholders or other transactions in which 

shareholders are subject to the same anti-dilution protections as 

Mr. Vesey.

Severance6 • Mr. Vesey will be entitled to the general severance benefits 

available to executive officers through the Officer Severance 

Policy. 

• Upon termination by the Utility (other than for “Cause”), Mr. 

Vesey may be eligible for cash severance payments and other 

post-employment benefits. The Officer Severance Policy provides 

for the following, unless otherwise set forth in the applicable 

award agreements:

o Cash severance of one year’s salary 

o Continued vesting of unvested PRSUs and RSUs for one 

year

o Limited COBRA benefits and outplacement services

• Mr. Vesey has been made aware and has agreed that any 

 3 Subject to claw-back and repayment in the event Mr. Vesey resigns or is terminated for “Cause”

within 12 months of his start date or August 19, 2020. “Cause” is defined in the PG&E Corp. 2012 

Officer Severance Policy, under which the Utility is a participating employer (the “Officer Severance 

Policy”). 4 The initial award of RSUs and PRSUs will be based on the average closing price of PG&E Corp. 

common stock for the 15 consecutive trading days immediately preceding his start date of August 19, 

2019. 

5 If the grant date of an equity award would occur during a “trading blackout” period, as defined under 

the Debtors’ Insider Trading Policy, then the grant date shall be the first business day after the trading 

blackout ends.

6 If Mr. Vesey is terminated by the Utility for “Cause” (e.g., for dishonesty, a criminal offense, or 

violation of a work rule) or resigns before becoming retirement-eligible, all unvested PRSUs and RSUs 

will be forfeited for no consideration.

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Severance payment due and payable to him during the pendency 

of these Chapter 11 Cases will only be paid in accordance with 

section 503(c)(2) of the Bankruptcy Code.

Other Customary Benefits • Annual Perquisite Allowance: Consistent with the Utility’s 

customary historical practice for senior executives, Mr. Vesey will 

receive an annual cash allowance of $25,000. For the 2019 year, 

Mr. Vesey received a reduced allowance of $12,500 to reflect the 

partial year period of his employment. 

• Relocation Cost Reimbursement: Consistent with the Utility’s 

standard Relocation Assistance Program for Officers, Mr. Vesey 

received a one-time cash payment of $7,000 to reimburse for 

expenses incurred in connection with his move to California.

The employment terms also include, among other things, customary health, retirement, and 

other benefits provided to senior executives of the Debtors. Although Mr. Vesey’s entire 

compensation arrangement remains subject to Court approval, the Utility paid Mr. Vesey his annual 

perquisite allowance and relocation reimbursement in the approximate aggregate amount of $19,500 

shortly after Mr. Vesey’s start date, consistent with the Utility’s historical practice and existing 

policies. Mr. Vesey is also currently being paid his Base Salary. As stated above, Mr. Vesey has not 

been paid the Transition Payment or any other components of his compensation. 

II. THE 2019 PERFORMANCE METRICS 

As set forth above, to align Mr. Vesey’s performance goals with the overall performance goals 

of the Debtors and of Mr. Johnson, Mr. Vesey’s grant of PRSUs are subject to the same 2019 

Performance Metrics and weightings as Mr. Johnson’s PRSUs, which are in turn consistent with the 

2019 STIP.7

 Mr. Vesey’s 2019 grant of PRSUs have a performance period beginning July 1, 2019 and 

ending December 31, 2019 (collectively, the “2019 Performance-Based Awards”) and vest after the 

performance results are certified by the Debtors’ Internal Audit team and approved by the 

Compensation Committee. 

The 2019 STIP calculates an overall company score by adding public and employee safety 

metrics weighted at 65%, financial metrics weighted at 25%, and customer metrics weighted at 10%, 

subject to a threshold, target, and maximum for each metric. A summary of the 2019 Performance 

 7 The 2019 STIP refers to the Debtors’ 2019 Short-Term Incentive Plan, under which approximately 

10,000 employees of the Debtors are eligible for awards based on achieving certain performance 

metrics. The Court approved the 2019 STIP by Order dated April 29, 2019 [Docket No. 1751]. Case: 19-30088 Doc# 4062 Filed: 10/01/19 Entered: 10/01/19 19:18:49 Page 6 of

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Metrics and their respective weightings is annexed to the Motion as Exhibit B. 

Mr. Vesey’s 2019 Performance-Based Awards conform to the following payout ranges: 

• Threshold: 50% of target

• Target: 100% of target

• Maximum: 150% of target

As is the case with Mr. Johnson’s employment terms, Mr. Vesey’s 2019 Performance-Based

Awards further emphasize safety and are subject to the Public Safety Index (“PSI”) modifier, which 

adjusts overall award payout depending on the Debtors’ performance on the PSI metric, the metric 

most closely aligned with wildfire safety. If for the 2019 performance period, the aggregate score for 

the PSI metric is below threshold, Mr. Vesey’s 2019 Performance-Based Awards across all 

components will be reduced by 50%. If, for the 2019 performance period, the aggregate score for the 

PSI metric is at or above threshold but below target, Mr. Vesey’s 2019 Performance-Based Awards 

across all components will be reduced by 25%. As indicated, actual award payout will be based on 

certified performance results approved by the Compensation Committee. 

V. Conclusion

The Debtors believe Mr. Vesey will provide the additional leadership necessary for the Utility’s

long-term success and has the appropriate experience to oversee the Utility’s complex safety initiatives 

and business operations. Accordingly, it is imperative that Mr. Vesey’s employment terms are 

approved to ensure the Utility has a CEO equipped to lead it in achieving its goals of (i) providing safe, 

reliable and affordable gas and electric services and first-rate customer care and (ii) furthering 

California’s clean energy goals. Additionally, I believe the terms of Mr. Vesey’s proposed 

compensation, including the incentive aspects thereof, are reasonable and appropriate under the 

circumstances. As described above, the terms of Mr. Vesey’s incentive compensation is heavily 

performance-based, with safety performance having the greatest impact on his incentive compensation. 

If the Debtors fail to reach the target or threshold levels of the PSI metric, Mr. Vesey’s 2019 

Performance-Based Awards will be reduced by 25% or 50%, respectively, across all components. The 

Board approved the terms of Mr. Vesey’s employment after substantial discussion and deliberation and 

upon consultation with the Board’s and the Debtors’ professional advisors, including Pay Governance. 

Thus, the Debtors believe the appointment of Mr. Vesey as CEO and President of the Utility is in the 

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best interests of the Utility, its estate, creditors, shareholders, and all parties in interest, and that his 

compensation arrangement and terms of employment should be approved.

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2 Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing is true 

3 and correct. 

4 Dated: October 1, 2019 

5 San Francisco, California 

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Dinyar istry 

Senior Vice President of Human Resouces 

PG&E Corporation and Pacific Gas and 

Electric Company 

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