Shawn E. Marshall Contract Amendment 2
AMENDMENT NO. 2 TO AGREEMENT BETWEEN PENINSULA CLEAN ENERGY AUTHORITY AND SHAWN E. MARSHALL FOR SERVICE AS
CHIEF EXECUTIVE OFFICER
THIS AMENDMENT TO THE AGREEMENT, entered into this 26th day of June 2025 by and between PENINSULA CLEAN ENERGY AUTHORITY, a California joint powers authority, hereinafter called "PCE," and Shawn E. Marshall; W I T N E S S E T H:
WHEREAS, the parties entered into an Agreement on July 1, 2023 for the purpose of Shawn E. Marshall’s appointment and service as the Chief Executive Officer (CEO) of Peninsula Clean Energy (“Agreement”); and
WHEREAS, on August 22, 2024 the parties entered into Amendment No. 1 to the Agreement increasing Shawn E. Marshall’s salary from $375,000 to $393,750; and WHEREAS, based on Shawn E. Marshall’s positive performance review and at the discretion of the Board of Directors as provided by paragraph four (4) of the Agreement, the parties wish to further amend the Agreement to increase Shawn E. Marshall’s annual salary amount to $425,000, an approximate increase of eight (8) percent from the previously approved CEO salary of $393,750.
WHEREAS, the Board of Directors wishes to further amend the bonus structure as described by paragraph four (4) of the Agreement to remove the $25,000 bonus and replace it with a bonus of up to ten percent (10%) of the CEO’s current base salary.
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1. The text of paragraph three (3) shall be replaced in its entirety with the following:
Beginning July 1, 2025, the CEO shall receive an annual salary of FOUR HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($425,000.00) in 24 bimonthly installments of $18,125. This salary will remain in effect until at least June 30, 3026.
2. The text of paragraph four (4) shall be replaced in its entirety with the following:
Any further salary increase will be made in conjunction with CEO’s annual performance reviews, which will generally take place on or about June 30th of each succeeding year.
The determination of whether any salary adjustments are merited and the amount of the adjustments are within the sole discretion of the PCEA Board, whose decision shall be final. Further, beginning with the 2026 performance review, the CEO shall be eligible for an annual bonus of up to 10% of the CEO’s current base salary to the extent that Shawn E. Marshall Contract Amendment 2
the Executive Committee of the PCEA Board (or an ad hoc committee appointed by the Executive Committee) determines that the CEO has met or exceeded the goals and objectives established by Executive Committee (or an ad hoc committee appointed by the Executive Committee). The determination of whether any bonus is merited and the amount are within the sole discretion of the PCEA Executive Committee (or an ad hoc committee appointed by the Executive Committee), whose decision shall be final.
3. Except as expressly amended herein, all other provisions of the Agreement shall remain in full force and effect.
4. This Amendment No. 2 shall take effect upon the date of execution by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as set forth below.
Peninsula Clean Energy Authority
Dated PENINSULA CLEAN ENERGY AUTHORITY
By ___________________________
Donna Colson
Chair, PCEA Board of Directors
ATTEST:
_________________________________
General Counsel
Dated__________________ By ________________________
Shawn E. Marshall