Director, Governance Operations

Requisition ID# 157931 Job Category: Business Operations / Strategy Job Level: Director/Chief Business Unit: Gen Counsel, Ethics, Risk & Compliance Work Type: Hybrid Job Location: Oakland Position Summary Leads a diverse team for Corporate Secretary operations. This includes a variety of shareholder, corporate governance and legal matters and requires effective communications with senior management and the Boards of Directors. Coordinates with other critical functions, including Law, Human Resources, Tax, Finance, Investor Relations, Sustainability, Sourcing, and Regulatory Affairs. Is responsible for mission-critical aspects of corporate governance for PG&E and subsidiaries to ensure compliance with federal, state, and stock exchange legal and regulatory requirements. This position is hybrid, working from your remote office and your assigned work location based on business need. The assigned work location will be within the PG&E Service Territory. Reporting Relationship Reports to the Senior Director, Corporate Governance Job Responsibilities Works closely with the Vice President, Deputy General Counsel and Corporate Secretary, Managing Counsel, Senior Director, Corporate Governance, Senior Analyst, Shareholder Services and the other Assistant Corporate Secretaries on matters relating to shareholder services, the Boards of Directors, Board committees, and subsidiary entity management of PG&E Corporation and Pacific Gas and Electric Company (Utility). Works directly with members of the Board of Directors and the Executive Officer Team to develop and execute governance strategies. Manages activities relating to the annual meeting of shareholders, such as overseeing the preparation of information for the annual report to shareholders and proxy statement in compliance with SEC, NYSE, FERC, and state law, and managing the planning, logistics, and arrangements for the annual meeting. Manages institutional and retail shareholder engagement activities in partnership with Investor Relations and Executive Compensation, including managing ISS evaluations. Advises the officers on internal and external corporate governance matters and policies and practices that support strong corporate commitment to good governance. Provides support and guidance to senior management with respect to certain regulatory filings and various corporate governance and compliance matters. Ensures that PG&E Corporation, the Utility, and their respective subsidiaries and affiliates comply with legal and regulatory requirements, including applicable requirements under federal and state securities and corporate laws, stock exchange rules, and/or the provisions of agreements associated with PG&E debt and equity securities. Oversees staff members who support internal governance committees, subsidiary entity management, affiliate rule compliance, stock exchange listings, transfer agent relations, dividends, shareholder services, proxy solicitation process and the annual meetings of shareholders as well as other Governance operations including budget, contracts management, compliance, and records. Manages support staff that provides administrative, compliance, and support services for the Boards of Directors of PG&E Corporation and the Utility, as well as for the committees of those Boards. This responsibility includes assistance in organizing the meetings of the Boards and their committees and ensuring that all Board and committee actions are properly communicated to those affected. It also involves coordinating the provision of direct services to the directors on an individual basis, such as paying retainers and fees, preparing and filing required director tax forms, assisting directors in complying with various legal requirements, coordinating director participation in various corporate events and similar activities. Leadership Qualities PG&E expects its leaders to conduct themselves with the highest ethics and integrity and to embody specific leadership qualities. Strategic Mindset Seeing ahead to future possibilities and translating them into breakthrough strategies. Operating effectively, even when things are not certain or the way forward is not clear. A Leader in the Community and Industry Effectively building formal and informal relationship networks inside and outside the organization. Anticipating and balancing the needs of multiple stakeholders. Demonstrates Safety Leadership A safety champion in words and deeds with respect to both employee and public safety. Maintaining an environment of open dialog and free of retaliation. Influences and Inspires Using various- communications that convey a clear understanding of the needs of different audiences. Maneuvering comfortably through complex policy, process, and people-related dynamics. Optimizes Team Performance Building strong-identity teams that apply their diverse skills and perspectives to achieve common goals. Creating a climate where people are developed and motivated to do their best to help the organization. Values Diversity and Creates Inclusion Recognizing the value that different perspectives and cultures bring to an organization. Fiscally Responsible Interpreting and applying understanding of key financial indicators to make better business decisions. Planning and prioritizing work to meet commitments aligned with organizational goals. Leads Ethically and in a Compliant Manner Sponsoring and sustaining a high integrity speak-up corporate culture which prioritizes ethics, safety and compliance. Building on necessary level of industry, company and subject-matter expertise, including laws and regulations. Provides a High Level of Customer Service Building strong customer relationships and delivering customer-centric solutions. Compensation PG&E is providing the salary range that the company in good faith believes it might pay for this position at the time of the job posting. This compensation range is specific to the locality of the job. The actual salary paid to an individual will be based on multiple factors, including, but not limited to, specific skills, education, licenses or certifications, experience, market value, geographic location, and internal equity.

Although we estimatethe successful candidate hiredinto this rolewill be

placed towards the middle or entry point

of the range, the decisionwill be made on a case-by-casebasis related tothese factors. A reasonable salary range is: Bay Area Minimum: $182,000 Bay Area Maximum: $310,000 Or California Minimum: $173,000 California Maximum: $295,000 Background Qualifications Minimum BA/BS in Business or equivalent work experience in related field Minimum of 8 years of experience in corporate governance, corporate compliance, shareholder or investor relations, legal, regulatory or related fields in a fast-paced environment. Desired Law degree Law Bar admission, CA 10 years of progressively increasing leadership experience Experience with programs, processes, and activities related to boards of directors, annual shareholders meetings, and corporate governance matters at a publicly held corporation Experience with corporate reporting, filings, and compliance with federal and state legal and regulatory requirements Experience with environmental, social and governance (ESG) best practices and shareholder communication and engagement on these issues.

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