Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2021, PG&E Corporation announced that the board of directors (the "Utility Board") of its subsidiary, Pacific Gas and Electric Company (the "Utility") appointed Adam L. Wright, 43, as Executive Vice President, Operations and Chief Operating Officer of the Utility and a member of the Utility Board, effective February 1, 2021. Mr. Wright will serve as a principal executive officer of the Utility.

As previously disclosed, effective upon Mr. Wright's appointment, Sumeet Singh, Interim President, and Chief Risk Officer of the Utility, will return to his position as Senior Vice President and Chief Risk Officer of the Utility.

Mr. Wright is currently a director and the Chief Executive Officer and President of MidAmerican Energy Company ("MidAmerican"), a Berkshire Hathaway Energy company providing electric and natural gas service to nearly 1.6 million customers in Iowa, Illinois, Nebraska and South Dakota, and a manager and the President of MidAmerican Funding LLC. Mr. Wright has been in those positions since 2018. Prior to that, Mr. Wright was the Vice President, Gas Delivery of MidAmerican, beginning in 2015, with responsibility for MidAmerican's natural gas supply delivery operations, and the Vice President, Wind Generation & Development of MidAmerican, beginning in 2012, with responsibility for expansion and operations of MidAmerican's wind generation fleet. Mr. Wright previously held various positions at another Berkshire Hathaway Energy company from 2002 to 2012. Mr. Wright will cease his role with MidAmerican prior to the effectiveness of his appointment at the Utility.

In connection with Mr. Wright's appointment, Mr. Wright will receive an annual base salary of $825,000. Mr. Wright will be eligible to participate in the Utility's Short-Term Incentive Plan, as in effect from time to time, with a target participation rate of 90% of his base salary. Mr. Wright will be eligible to participate in the Utility's Long-Term Incentive Plan ("LTIP") with a target value of $2.6 million. Mr. Wright will receive a sign-on bonus of $500,000 in cash, which is subject to clawback if he voluntarily resigns within two years, and a one-time "make whole" award of restricted stock units ("RSUs") under the LTIP with a grant date value of $1.6 million. These RSUs will vest 50% on February 1, 2022 and 50% on February 1, 2023. All RSUs are subject to clawback under the Utility's recoupment policy. Mr. Wright will also be eligible to receive executive benefits, as described in PG&E Corporation and the Utility's joint Annual Report on Form 10-K/A filed on March 31, 2020.

There are no arrangements or understandings between Mr. Wright and any other persons pursuant to which he was selected as Executive Vice President, Operations and Chief Operating Officer of the Utility. Further, there are no family relationships between Mr. Wright and any director or executive officer of PG&E Corporation or the Utility. In addition, Mr. Wright has not been party to any reportable transactions with PG&E Corporation or the Utility pursuant to Item 404(a) of the Securities and Exchange Commission Regulation S-K.

Mr. Wright will not receive any separate compensation for his service as a director of the Utility. Effective upon Mr. Wright's appointment, the Utility Board will consist of 16 directors.

A copy of the related news release dated January 26, 2021 is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit    Description
Number
  99.1       News release dated January 26, 2021

104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document

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