Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported, on July 1, 2020, the Board of the Corporation appointed eleven new directors (the “New Directors”) to the Corporation’s Board,
effective as of July 1, 2020 (the “Effective Time”). Also on July 1, 2020, the Board of the Utility appointed eight of the eleven New Directors, with the exception of Jessica L. Denecour, Robert C. Flexon and Michael R. Niggli, to the Utility’s
Board, effective as of the Effective Time. As previously disclosed, Jessica L. Denecour, Robert C. Flexon and Michael R. Niggli will not be seated on the Board of the Utility pending resolution of the matters that are the subject of the Waiver
Application (as defined in the Original 8-K) pending before the Federal Energy Regulatory Commission.
On July 2, 2020, the Boards of the Corporation and the Utility held concurrent in-person Board meetings. On July 2, 2020, the Board of the Corporation
appointed Robert C. Flexon to serve as the independent non-executive Chair of the Board of the Corporation, and the Board of the Utility appointed Dean L. Seavers to serve as the independent non-executive Chair of the Board of the Utility, effective
immediately. In addition, effective as of July 2, 2020 except as indicated, the membership of the committees of the Boards of the Corporation and the Utility is as described below:
Audit Committees (of each of the Corporation and the Utility)
Benjamin F. Wilson (Chair)
Rajat Bahri
Kerry W. Cooper
Robert C. Flexon*
Compensation Committee (of the Corporation)
Mark E. Ferguson III (Chair)
Jessica L. Denecour
Robert C. Flexon
Oluwadara J. Treseder
Compliance and Public Policy Committee (of the Corporation)
John M. Woolard (Chair)
Cheryl F. Campbell
Kerry W. Cooper
William Craig Fugate
Arno L. Harris
Executive Committees (of each of the Corporation and the Utility)
Robert C. Flexon* (Chair, Corporation Executive Committee)
Dean L. Seavers (Chair, Utility Executive Committee)
Cheryl F. Campbell
Jessica L. Denecour*
Mark E. Ferguson III
William L. Smith
Andrew M. Vesey**
Benjamin F. Wilson
John M. Woolard
Finance Committee (of the Corporation)
Dean L. Seavers (Chair)
Kerry W. Cooper
Arno L. Harris
Michael R. Niggli
Oluwandara J. Treseder
Nominating and Governance Committee (of the Corporation)
Robert C. Flexon (Chair)
Jessica L. Denecour
Dean L. Seavers
Benjamin F. Wilson
Safety and Nuclear Oversight Committees (of each of the Corporation and the Utility)
Cheryl F. Campbell (Chair)
William Craig Fugate
Mark E. Ferguson III
Michael R. Niggli*
Dean L. Seavers
Technology and Cybersecurity Committee (of the Corporation)
Jessica L. Denecour (Chair)
Rajat Bahri
Mark E. Ferguson III
Michael R. Niggli
John M. Woolard
* Indicates membership on the applicable committee of the Corporation only until such director’s election to the Utility Board.
** Indicates membership on the Executive Committee of the Utility Board only.
As of April 29, 2020, the Corporation has established a Technology and Cybersecurity Committee of the Board.