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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

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) 

SUPPLEMENTAL DECLARATION OF 

DOUGLAS J. FRISKE 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 PG&E CORPORTATION 

Related Doc: Dkt. No. 2662 

Date: August 9, 2019 

Time: 9:30 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# 3454 Filed: 08/07/19 Entered: 08/07/19 18:49:50 Page 1 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

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 Pursuant to 28 U.S.C § 1746, I, Douglas J. Friske, hereby declare as follows under 

penalty of perjury: 

 I am a Managing Director at Willis Towers Watson PLC (“WTW”). WTW has been 

retained by Weil, Gotshal & Manges LLP (“Weil”) on behalf of PG&E Corp. (and, together 

with Pacific Gas and Electric Company, “PG&E” or the “Debtors”) to provide compensation 

consulting services to the Debtors. 

 I submit this Supplemental Declaration in further 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 PG&E Corporation (the “Motion”). 

 The statements in this Declaration are, except where specifically noted, based on my 

personal knowledge or opinion, or from other members of the WTW team working under my 

supervision or direction. I have overseen a compensation consulting team since December 2018 

that has provided various employee compensation consulting services to the Debtors. 

 I am not being specifically compensated for this testimony other than through payments 

received by WTW as a professional whose retention the Debtors will seek to obtain this Court’s 

approval of pursuant to an application to be filed with this Court at a later date. I am over the age 

of 18 years and authorized to submit this Declaration on behalf of the Debtors. If I were called 

upon to testify, I could and would competently testify to the facts set forth herein. 

Case: 19-30088 Doc# 3454 Filed: 08/07/19 Entered: 08/07/19 18:49:50 Page 2 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1. Analysis of Transition Payment

 Under my direction, WTW assessed the reasonableness of Mr. Johnson’s transition 

payment by analyzing the value of transition payments awarded to a sample of recruited CEOs 

across the U. S. market. We then compared that market data to Mr. Johnson’s transition payment. 

 To conduct this analysis, my team and I analyzed data from 28 different companies 

representing 30 transition payments awarded to newly hired CEOs since 2015. We looked at 

companies whose mean revenue for fiscal year 2018 was $4 billion. We collected information as 

to the (1) estimated award value (cash and estimated equity values); (2) form of award and the 

number of shares, units, stock options, or cash value (as applicable) awarded; (3) award value as 

a percentage of base salary; (4) prevalence and dollar value mix of awards; and (5) the vesting 

terms. Our analysis is set forth in the power point presentation dated August 6, 2019 and attached 

hereto. 

2. Findings Regarding Mr. Johnson’s Transition Payment

 Of the 30 transition payments we analyzed, the median award value was approximately 

$7.0 million. The average award value was $8.6 million. Mr. Johnson’s $3.0 million transition 

payment falls below the 10th percentile of the analyzed awards, which was $3.6 million. Put 

differently, 90 percent of the cases analyzed, or 28 out of the 30 transition awards, had values 

higher than $3 million. 

 We also found that it was common for companies to provide transition payments 

consisting of cash awards. There were 16 instances (53 percent) out of the 30 example transition 

payments where companies incorporated a cash transition payment. In all of these cases, equity 

awards were provided in addition to cash payments, which is not the case with Mr. Johnson’s 

transition payment. 

Case: 19-30088 Doc# 3454 Filed: 08/07/19 Entered: 08/07/19 18:49:50 Page 3 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

3. Conclusion

WTW reviewed Mr. Johnson’s transition payment and concludes that it is consistent with 

U.S. market practice to provide transition payments to recruited CEOs. Based on my experience 

and the work WTW and I have performed in these and similar cases, I believe Mr. Johnson’s 

transition payment is reasonable given the facts and circumstances of these Chapter 11 cases. 

Case: 19-30088 Doc# 3454 Filed: 08/07/19 Entered: 08/07/19 18:49:50 Page 4 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Pursuant to section 1746 of title 28 of the United States Code, I declare under the penalty 

of perjury that the foregoing is true and correct. 

Dated: August 7, 2019 

Chicago, Illinois 

_____________________________ 

Douglas J. Friske, Managing Director 

Willis Towers Watson PLC 

Case: 19-30088 Doc# 3454 Filed: 08/07/19 Entered: 08/07/19 18:49:50 Page 5 of

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