DEF 14A of Portland General Electric Co /Or/

Filed Mar 5, 2025 · FY20240000784977-25-000055

Open on EDGAR

OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS
| | Name | Age | Director Since | Industry/Experience | Diversity | Committee Assignments | Other Public Boards | | | Dawn Farrell Independent | 65 | 2022 | Utilities/ Energy | White/Woman | •Finance •Governance | 2 | | | Marie Oh Huber Independent | 63 | 2019 | Law/Technology/ Customer Experience | Asian/Woman | •Compensation •Governance, Chair | 0 | | | Kathryn Jackson Independent | 67 | 2014 | Technology/Environmental | White/Woman | •Audit and Risk •Governance | 2 | | | Michael Lewis Independent | 62 | 2021 | Utilities | African American/Man | •Compensation •Finance, Chair | 2 | | | Michael Millegan Independent | 66 | 2019 | Communications/Technology | African American/Man | •Audit and Risk, Chair •Compensation | 1 | | | John O'Leary Independent | 64 | 2024 | Automotive/Clean Transportation | White/Man | •Audit and Risk •Finance | 1 | | | Patricia Salas Pineda Independent | 73 | 2022 | Human Resources/Consumer Products | Latina/Woman | •Compensation, Chair •Finance | 2 | | | Maria Pope President and CEO | 60 | 2018 | Utilities/Finance | White/Woman | | 1 | | | James Torgerson Independent Chair | 72 | 2021 | Energy/Finance | White/Man | •Audit and Risk •Governance | 0 |
NOMINEES FOR ELECTION
NOMINEES FOR ELECTION A biography of each director is presented below. Each biography includes the experience, qualifications, attributes and skills that led the Board to conclude that the nominee should serve as a director. While each nominee’s entire range of experience and skills is important, particular experience and skills that contribute to the effectiveness of the Board are identified below. The biographical information is current as of March 5, 2025.
NOMINEES FOR ELECTION
| | Dawn Farrell INDEPENDENT DIRECTOR SINCE 2022 COMMITTEES Finance and Operations Nominating, Governance and Sustainability | EDUCATION MA Economics, Bachelor of Commerce, University of Calgary AMP, Harvard University SELECTED DIRECTORSHIPS AND MEMBERSHIPS Chair, Trans Mountain Corporation Chair, The Chemours Company Board member, ATCO, Ltd. Chancellor, Mount Royal University SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Board member, Business Council of Canada Board member, Alberta Business Council Board member, Canadian Natural Resources Limited Board member, Fording Coal Income Fund | | BACKGROUND AND QUALIFICATIONS Ms. Farrell has more than 39 years of energy experience, most recently as the President and CEO of Trans Mountain Corporation from 2022-2024. She currently serves as Board Chair of the Trans Mountain Corporation after successfully bringing the pipeline online. She has held a variety of executive leadership positions in TransAlta, including serving as CEO from 2012 to 2021, and British Columbia Hydro & Power Authority (BC Hydro) including leading commercial operations and development at TransAlta and generation and engineering at BC Hydro. Ms. Farrell’s qualifications to serve on our Board include her in-depth knowledge of the western energy markets, generation operations, energy trading, her leadership in transforming a carbon-based company into a leading clean and renewable focused company and her extensive leadership experience gained in senior executive positions at energy companies. | | |
NOMINEES FOR ELECTION
| | Marie Oh Huber INDEPENDENT DIRECTOR SINCE 2019 COMMITTEES Compensation, Culture and Talent Chair, Nominating, Governance and Sustainability | EDUCATION BA, Economics, Yale University JD, Northwestern University, Pritzker School of Law SELECTED DIRECTORSHIPS AND MEMBERSHIPS Fellow, Stanford Rock Center for Corporate Governance University Council, Yale University Law Board, Northwestern Pritzker School of Law SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Board member, James Campbell Company LLC Board member, Adevinta Board member, Silicon Valley Community Foundation | | BACKGROUND AND QUALIFICATIONS Ms. Huber has over 30 years of strategic business, legal, regulatory and public policy experience in large global public technology companies. Until 2024, for nine years she served as the Senior Vice President and Chief Legal Officer of eBay, Inc. Ms. Huber joined eBay in 2015 from Agilent Technologies, where she served as Senior Vice President and General Counsel since 2009. At Agilent she was also responsible for government affairs, communications, regulatory affairs and quality assurance, government affairs and philanthropy. Prior to Agilent, Ms. Huber held leadership roles at Hewlett-Packard Company. Ms. Huber's qualifications to serve on our Board include her extensive track record as a business leader in advising boards of directors and her C-suite executive leadership, including legal and operational matters, M&A, corporate governance, enterprise risk management, government affairs and public policy, regulatory, compliance, public policy, IP, litigation, privacy and cybersecurity matters. | | |
NOMINEES FOR ELECTION
| 2025 Proxy Statement | Portland General Electric | 19 |
NOMINEES FOR ELECTION
| Item 1: Election of Directors | Table of Contents |
NOMINEES FOR ELECTION
| | Kathryn Jackson, PhD INDEPENDENT DIRECTOR SINCE 2014 COMMITTEES Audit and Risk Nominating, Governance and Sustainability | EDUCATION BS, Physics, Grove City College MS, Industrial Engineering Management, University of Pittsburgh MS and PhD, Engineering and Public Policy, Carnegie Mellon University SELECTED DIRECTORSHIPS AND MEMBERSHIPS Board member, Cameco Corporation Board member, EQT Corporation Advisory Board, Carnegie Mellon University Advisory Board, University of Pittsburgh Swanson School Senior Advisor, Energy Impact Partners SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Board member, Duquesne Light Holdings, Inc., and Duquesne Light Company, Inc. Member, National Academy of Engineering | | BACKGROUND AND QUALIFICATIONS Dr. Jackson served as the Director of Energy and Technology Consulting at KeySource, Inc. from 2016 to 2021, where she provided strategic consulting services to clients in business growth, technology development and energy services. From 2014 to 2015, Dr. Jackson was Chief Technology Officer and Senior Vice President at RTI International Metals, Inc., a leading U.S. producer of titanium mill products. She served as Chief Technology Officer and Senior Vice President of Research and Technology at Westinghouse Electric Company, LLC, from 2009 to 2014; and as Vice President of Strategy, Research and Technology from 2008 to 2009. Prior to joining Westinghouse Electric Company, LLC, Dr. Jackson served for 17 years at the Tennessee Valley Authority where she held executive positions including Executive Vice President of River System Operations and Environment, and was the Corporate Environmental Officer. Dr. Jackson’s qualifications to serve on our Board include her background in engineering, her experience as a senior executive and as chair of the board of the Independent System Operator of New England, and her knowledge and experience in the areas of technology, large capital projects, risk management, generation facilities and energy trading operations, research and development and environmental health and safety. | | |
NOMINEES FOR ELECTION
| | Michael Lewis INDEPENDENT DIRECTOR SINCE 2021 COMMITTEES Compensation, Culture and Talent Chair, Finance and Operations | EDUCATION BS, Electrical Engineering, University of Florida MBA, Nova Southeastern University AMP, Duke University EMP, University of Pennsylvania Wharton School SELECTED DIRECTORSHIPS AND MEMBERSHIPS Board member, NPK International Board member, Kinross Gold Corp. Board member, Osmose Utilities Service Senior Advisor, TRC Consulting, Engineering and Construction SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Pacific Gas & Electric Interim President; Board member, Association of Edison Illuminating Companies Member, California Governor's Earthquake Advisory Commission | | BACKGROUND AND QUALIFICATIONS Mr. Lewis is a retired executive with more than 35 years of experience in electric utility operations. He served as Interim President of Pacific Gas and Electric Company (PG&E) from August to December 2020. During that time, he oversaw PG&E's gas and electric operations including wildfire prevention and response efforts, grid resiliency initiatives, vegetation management programs and emergency preparedness. Prior to that, Mr. Lewis served as PG&E's Senior Vice President of Electric Operations and Vice President of Electric Distribution. Before joining PG&E in 2018, Mr. Lewis held a number of executive positions at Duke Energy, including Senior Vice President and Chief Distribution Officer from 2016 to 2018, covering distribution operations across six states, and Senior Vice President and Chief Transmission Officer from 2015 to 2016. Before the Duke Energy and Progress Energy merger in 2012, he was Senior Vice president of energy delivery for Progress Energy Florida, where he was responsible for hurricane preparedness and grid hardening initiatives. Mr. Lewis’s qualifications to serve on our Board include his executive leadership experience and in-depth knowledge of utility operations, including electric transmission and distribution, wildfire prevention and response, disaster preparedness, grid resiliency, large capital projects and risk management and safety programs. | | |
NOMINEES FOR ELECTION
| 20 | Portland General Electric | 2025 Proxy Statement |
NOMINEES FOR ELECTION
| Table of Contents | Item 1: Election of Directors |
NOMINEES FOR ELECTION
| | Michael Millegan INDEPENDENT DIRECTOR SINCE 2019 COMMITTEES Chair, Audit and Risk Compensation, Culture and Talent | EDUCATION BA, MBA, Angelo State University SELECTED DIRECTORSHIPS AND MEMBERSHIPS Board member, Axis Capital Holdings Board member, Network Wireless Solutions, Inc. Board member, Virginia Mason Foundation Strategic advisor and investor, Windpact, Inc., and Vettd, Inc. SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Board member, CoreSite Realty Corp. Board member, Wireless Telecom Group, Inc. | | BACKGROUND AND QUALIFICATIONS Mr. Millegan is the Founder and CEO of Millegan Advisory Group 3 LLC where he advises early-stage companies on strategies that drive technology innovation and shareholder value since 2018. Previously, he held a variety of executive leadership and management positions within Verizon, where he led large-scale and scope business units. As President of Verizon Global Wholesale Group, he was responsible for $11 billion in sales revenue, 13,000 employees and $1 billion in annual capital spending. Mr. Millegan’s qualifications to serve on our Board include his experience overseeing significant business units within a large corporate group, his experience in executive and management roles, his background in industrial operations in a regulated industry, global sales and marketing, digital media platforms, network infrastructure deployment, cloud computing, cybersecurity, supply chain management and communications infrastructure. | | |
NOMINEES FOR ELECTION
| | John O'Leary INDEPENDENT DIRECTOR SINCE 2024 COMMITTEES Audit and Risk Finance and Operations | EDUCATION BA, Business Administration - Accounting, Seattle University Executive Development Program, Northwestern University SELECTED DIRECTORSHIPS AND MEMBERSHIPS Board member, Daimler Truck North America LLC and Daimler Truck Holding AG Board member, Greenlane Board member, Torc Robotics | | BACKGROUND AND QUALIFICATIONS Mr. O’Leary has three decades of experience in the transportation and mobility sector. As the current President and Chief Executive Officer of Daimler Truck North America LLC, Mr. O’Leary has strong ties to the Portland, Oregon business community. He has served in a variety of leadership roles at Daimler throughout his over 20-year tenure there, including Senior Vice President and Chief Financial Officer for eight years, as well as serving as Chief Transformation Officer for Mercedes-Benz Trucks in Stuttgart, Germany. As CEO, Mr. O’Leary spearheads Daimler’s electrification and zero-emission technology initiatives in North America. Mr. O’Leary currently serves on the board of Daimler Truck Holding AG, the German parent company of Daimler Truck North America LLC, and is chairman of the board of Greenlane, a joint venture started by Daimler, BlackRock, and NextEra Energy to develop zero-emission infrastructure in the United States. Mr. O'Leary's qualifications to serve on our Board include his expertise in accounting and finance, his leadership in clean energy transformation, his experience as a senior executive and his deep knowledge of industrial operations. | | |
NOMINEES FOR ELECTION
| 2025 Proxy Statement | Portland General Electric | 21 |
NOMINEES FOR ELECTION
| Item 1: Election of Directors | Table of Contents |
NOMINEES FOR ELECTION
| | Patricia Salas Pineda INDEPENDENT DIRECTOR SINCE 2022 COMMITTEES Chair, Compensation, Culture and Talent Finance and Operations | EDUCATION BA, Government, Mills College JD, University of California at Berkeley SELECTED DIRECTORSHIPS AND MEMBERSHIPS Board member, Omnicom Group Board member, Frontier Group Holdings SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Board member, Earthjustice, Levi Strauss & Co., California Air Resources Board The Congressional Hispanic Caucus Institute | | BACKGROUND AND QUALIFICATIONS Ms. Pineda has held diverse leadership roles in human resources, marketing, legal, communications, philanthropy and stakeholder relations. Prior to her retirement, Ms. Pineda was the Group Vice President, Hispanic Business Strategy Group at Toyota Motor North America, Inc. Before that, Ms. Pineda was the Group Vice President, national Philanthropy and also Group Vice President Corporate Communications/ Administration and General Counsel. Ms. Pineda began her career at New United Motor Manufacturing Inc., where she held leadership positions in Human Resources, Legal, Government and Environmental Affairs. Ms. Pineda is the founder and Chair emeritus of the Latino Corporate Directors Association and is fluent in both Spanish and English. Ms. Pineda's qualifications to serve on our Board include her experience and knowledge of customer strategy, customer expectations and communications, her knowledge of human capital management issues and compensation, her extensive Board experience and her deep understanding of stakeholder relations and policy issues. | | |
NOMINEES FOR ELECTION
| | Maria Pope President and Chief Executive Officer, Portland General Electric Company DIRECTOR SINCE 2018 | EDUCATION BA, College of Arts and Sciences, Georgetown University MBA, Stanford Graduate School of Business SELECTED DIRECTORSHIPS AND MEMBERSHIPS Chair, Edison Electric Institute Chair, Oregon Business Council Executive committee, Electric Power Research Institute Board member, Columbia Banking System, Inc. Board member, Georgetown University SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Board member, US Secretary of Energy Advisory Board Chair, OHSU Governing Board, Chair, Canadian Council of Forest Industries Lead independent director, Premera Blue Cross Chair, Oregon Symphony | | BACKGROUND AND QUALIFICATIONS Ms. Pope is President and CEO of Portland General Electric Company. She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. She served from 2013 to 2017 as Senior Vice President of Power Supply, Operations and Resource Strategy, overseeing PGE's generation plants, energy supply portfolio and long-term resource strategy. Ms. Pope joined PGE in 2009 as Senior Vice President of Finance, Chief Financial Officer and Treasurer. She served on PGE's Board of Directors from 2006 to 2008. Prior to joining PGE, she served as Chief Financial Officer for Mentor Graphics Corporation and held senior operating and finance positions within the forest products and consumer products industries. She began her career in banking with Morgan Stanley. Ms. Pope’s qualifications to serve on our Board include her current role as President and CEO, her extensive knowledge of the Company and the utility industry, her experience as Chief Financial Officer of three publicly traded companies, her diverse leadership experience in business and financial roles, her strong local ties and her corporate and civic board experience. | | |
NOMINEES FOR ELECTION
| 22 | Portland General Electric | 2025 Proxy Statement |
NOMINEES FOR ELECTION
| Table of Contents | Item 1: Election of Directors |
NOMINEES FOR ELECTION
| | James Torgerson Board Chair INDEPENDENT DIRECTOR SINCE 2021 COMMITTEES Audit and Risk Nominating, Governance and Sustainability | EDUCATION BBA, Accounting, Cleveland State University SELECTED DIRECTORSHIPS AND MEMBERSHIPS Board of Trustees, Yale-New Haven Hospital and Health System Advisory Board member, Noteworthy AI Inc. SELECTED FORMER DIRECTORSHIPS, MEMBERSHIPS AND POSITIONS Executive committee, Edison Electric Institute (EEI) Co-Chair, EEI Committee on Reliability, Security and Business Continuity Chair, American Gas Association Board member, Archaea Energy, Inc. | | BACKGROUND AND QUALIFICATIONS Mr. Torgerson served as CEO of AVANGRID, Inc., an energy company with approximately $30 billion in assets and operations in 24 states from 2015 until his retirement in 2020. Previously, he was President and CEO of UIL Holdings Corporation from 2006 to 2015, when it merged with Iberdrola USA to form AVANGRID. During his time at UIL Holdings, he oversaw its expansion from a regional electric utility to a diversified energy delivery company and one of the largest generators of wind electricity in the U.S., serving natural gas and electric utility customers across multiple states. Before joining UIL Holdings, he was President, CEO and Director of the Midwest Independent Transmission System Operator, Inc. from 2000 to 2006. He also previously served as Chief Financial Officer for several natural gas and electric utilities including Puget Sound Energy and Washington Energy Company. Before transitioning to the utility industry, he served as Vice President of Development for Diamond Shamrock Corporation, where he also held various finance and strategic planning positions. Mr. Torgerson’s qualifications to serve on our Board include his executive leadership experience and extensive knowledge of the utility industry, including clean energy development, finance and accounting, energy markets, regulation, risk management and strategic planning. | | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We offer non-management directors both cash and equity compensation. Cash compensation is provided in the form of annual cash retainers for Board and committee service. Equity is provided in the form of an annual grant of restricted stock units (RSUs). Ms. Pope is not paid any additional compensation for her services as a director. Our 2024 director compensation arrangements are described below.
DIRECTOR COMPENSATION
| Annual Cash Retainer and Equity Awards | Amount ($) | | Annual Cash Retainer for Board Service | 70,000 | | Annual Cash Retainer for Board Chair | 125,000 | | Annual Cash Retainer for Audit and Risk Committee Chair | 20,000 | | Annual Cash Retainer for Finance and Operations Committee Chair | 20,000 | | Annual Cash Retainer for Other Active Standing Committee Chairs | 15,000 | | Annual Cash Retainer for Committee Service (per committee) | 20,000 | | Grant-Date Value of Annual RSU Award | 145,000 |
Determination of Director Compensation
Determination of Director Compensation The compensation of our non-management directors is determined by the Board of Directors upon a recommendation from the Compensation, Culture and Talent Committee. The Compensation, Culture and Talent Committee makes its recommendation after receiving input from its independent compensation consultant, FW Cook, and management. The Compensation, Culture and Talent Committee retained FW Cook to evaluate and make recommendations regarding director compensation for 2024. FW Cook's evaluation included identifying industry trends and market data for directors' compensation, reviewing and identifying peer group companies, and evaluating director compensation data for these companies. Management's input focuses on compliance, legal and administrative matters. In July 2024, the Compensation, Culture and Talent Committee recommended and the Board agreed to adjustments to non-management director compensation to bring them into reasonable alignment with the market. In addition, the Board agreed to increase the annual cash retainer of the chair of the Finance and Operations Committee in 2024, based on the addition of operations, technology and energy supply oversight, to $20,000 per year. Based on recommendations from FW Cook, the Compensation, Culture and Talent Committee did not change the equity compensation for directors of $145,000 that was approved in July 2023.
2024 Director Compensation Table
2024 Director Compensation Table The table below shows the compensation earned by each individual who served as a director during the year ended December 31, 2024, with the exception of Ms. Pope, whose compensation is described in the Summary Compensation Table and related tables and disclosure beginning on page 68.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Dawn Farrell | 110,000 | 144,983 | — | 254,983 | | Mark Ganz(3) | 55,000 | — | — | 55,000 | | Marie Oh Huber | 121,250 | 144,983 | — | 266,233 | | Kathryn Jackson | 115,000 | 144,983 | — | 259,983 | | Michael Lewis | 127,500 | 144,983 | — | 272,483 | | Michael Millegan | 125,000 | 144,983 | — | 269,983 | | John O'Leary(4) | 110,000 | 217,462 | — | 327,462 | | Lee Pelton(3) | 58,750 | — | — | 58,750 | | Patricia Pineda | 125,000 | 144,983 | — | 269,983 | | James Torgerson | 235,000 | 144,983 | — | 379,983 |
2024 Director Compensation Table
1.Amounts in this column include all fees earned for Board and committee service, regardless of whether such amounts were deferred under our 2006 Outside Directors' Deferred Compensation Plan. 2.Amounts in this column represent the aggregate grant date fair value of RSU awards made in 2024, computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, without considering estimated forfeitures, based on the NYSE closing price of our common stock on the grant dated July 21, 2023. 3.Mr. Pelton and Mr. Ganz served as directors until their Board terms ended on April 19, 2024. 4.Mr. O'Leary received a one-time stock award when his term on the Board began on January 1, 2024.
2024 Director Compensation Table
| 2025 Proxy Statement | Portland General Electric | 37 |
2024 Director Compensation Table
| Item 2: Advisory Vote on Executive Compensation Our executive compensation programs are designed to attract and retain highly qualified executive officers and to provide them with incentives to advance the interests of our stakeholders, which include our shareholders, our customers, our employees and the communities we serve. Our programs are described in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion. We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by voting to approve the resolution set forth below. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our shareholders, on a non-binding advisory basis to vote “FOR” the following resolution at the Annual Meeting: | | | | What are you voting on? We are asking shareholders to approve, on an advisory basis, the compensation paid for 2024 to the executive officers named in the Summary Compensation Table. | | | "FOR" The Board of Directors unanimously recommends a vote "FOR" the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement. | | “RESOLVED, that the shareholders of Portland General Electric Company (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the other related tables and disclosure in the Proxy Statement for the Company’s 2025 Annual Meeting of Shareholders.” | | | Approval of this proposal will require that the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal. As an advisory vote, this proposal is not binding on PGE or the Compensation, Culture and Talent Committee. However, the Compensation, Culture and Talent Committee and the Board value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers. PGE solicits this advisory vote on an annual basis. It is expected that the next say-on-pay vote will occur at the 2026 Annual Meeting of Shareholders. | |
2024 Director Compensation Table
| 38 | Portland General Electric | 2025 Proxy Statement |
Compensation Discussion and Analysis
| COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS | | | Setting Executive Compensation | 44 | | PGE VS. 2024 PEER GROUP | 47 | | 2024 Executive Compensation | 48 | | COMPENSATION ELEMENTS | 48 | | PERFORMANCE -CONDITIONED COMPENSATION | 49 | | BASE SALARIES | 49 | | ANNUAL CASH INCENTIVE AWARDS | 50 | | 2024 ACI PROGRAM TARGET AWARDS | 51 | | 2024 ACI PROGRAM RATIONALE FOR SELECTION OF PERFORMANCE METRICS | 52 | | 2024 ACI PROGRAM GOAL WEIGHTINGS | 54 | | 2024 ACI PROGRAM PERFORMANCE RESULTS | 54 | | NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE AWARD PAYOUTS | 57 | | LONG-TERM INCENTIVE AWARDS | 57 | | CALCULATION OF TOTAL LTI AWARD OPPORTUNITY | 58 | | 2024 PSU AWARDS | 59 | | RATIONALE FOR LTI AWARDS DESIGN | 59 | | 2024 PSU AWARD METRICS AND PAYOUT CALCULATION | 60 | | 2024 RSU AWARDS | 60 | | OTHER TERMS OF THE PSU AND RSU AWARDS | 60 | | 2022 - 2024 PSU AWARD PAYOUT | 61 | | BENEFITS PLANS | 62 | | Other Compensation Policies and Practices | 64 | | RISK MANAGEMENT | 64 | | ANNUAL INDEPENDENT COMPENSATION RISK ASSESSMENT | 64 | | INSIDER TRADING POLICY | 65 | | STOCK OWNERSHIP POLICY | 65 | | EQUITY GRANT PRACTICES | 66 | | INCENTIVE COMPENSATION CLAWBACK AND CANCELLATION POLICY | 67 | | IMPACTS OF REGULATORY REQUIREMENTS | 67 |
SETTING EXECUTIVE COMPENSATION
| Key Actions of Compensation, Culture and Talent Committee | Annual review of executive officers' performance | | | Establishes base salaries, annual cash awards and equity awards for all executive officers other than the CEO, unless approved by the independent directors acting as a committee | | | Recommends base salary, annual cash awards and equity awards for the CEO |
SETTING EXECUTIVE COMPENSATION
The Role of Shareholders. Shareholders are provided the opportunity to cast an annual advisory vote on the compensation of our named executive officers and have indicated their strong support for the compensation of our named executive officers in each of the past five years. Most recently, 98% of votes cast on the say-on-pay proposal at the 2024 annual meeting voted in favor of our executive compensation program. We have ongoing discussions with many of our shareholders regarding various corporate governance topics, including environmental, social, and governance, executive compensation, and related trends. In addition, in 2024, we conducted a proactive outreach program with the governance teams of our largest shareholders. The Compensation, Culture and Talent Committee considers these discussions while reviewing our executive compensation program and will continue to consider shareholder feedback and the results of say-on-pay votes when making future compensation decisions. The Role of Market Data and Peer Companies. The Compensation, Culture and Talent Committee considers compensation market comparisons to ensure the competitiveness of the Company's executives’ pay. The Compensation, Culture and Talent Committee views the labor market for our most senior positions as a nationwide, broad cross-section of companies in various industries, and recognizes that this labor market varies by position. The use of both general industry and utility benchmarking data reflects the competitive labor market from which we recruit executives. For the 2024 executive compensation program, the Compensation, Culture and Talent Committee evaluated pay by reference to the 50th percentile of the relevant market, reviewing data in total and by comparison (base salaries, incentive awards and equity awards). Positions relative to the 50th percentile may vary based on factors such as time in position, experience, qualifications, performance, and considerations of internal equity. Actual compensation for named executives may be higher or lower than target compensation, as it reflects actual performance and payouts under our performance-based annual incentive award and our long-term equity based incentive awards.
SETTING EXECUTIVE COMPENSATION
When benchmarking executive pay, the Compensation, Culture and Talent Committee relies on benchmarking surveys, as well as publicly available information regarding the pay practices of a group of utility industry peer companies selected by our Compensation, Culture and Talent Committee each year. We use general industry survey data as appropriate to reflect the realities of the competitive marketplace for the Company’s talent needs for certain positions. The Compensation, Culture and Talent Committee reviews and approves peer group composition each year. With the assistance of FW Cook, the Compensation, Culture and Talent Committee identified groups of companies to serve as market reference points for compensation comparison purposes for 2024. A peer group for 2024 compensation decisions was developed for reference consisting of companies that represent the best match with the Company based on the following criteria: •Vertically Integrated Utility. Our peer companies should be vertically integrated utilities, with a business mix focused on either regulated electric operations or a balance of regulated electric and regulated gas operations. •Minimal Non-Regulated Business Activities. Non-regulated businesses should not be key drivers of the financial performance and strategy of our peer companies. •Comparable Size. Our peer companies should be within a reasonable range relative to key financial measures, including revenue, market capitalization, and enterprise value. •Investment-Grade Credit Ratings. Our peer companies should have credit ratings that allow for financing at a reasonable cost in most market environments. •Balanced Customer Mix. Our peer companies should have a balanced retail, commercial and industrial mix and service territories not overly reliant on one key customer or industry sector. •Regulatory Environment. Our peer companies should have a comparable cost of service ratemaking process and allowed return on equity, as well as a history of allowed recovery on regulatory assets, fuel and power costs and prudently incurred deferred costs. •Capital Structure. Our peer companies should demonstrate moderate leverage (generally less than 60% debt to total capitalization ratio) and no significant liquidity concerns. •Growth Opportunities. The growth opportunities of our peer companies should be based primarily on regulated activities. For 2024 the Compensation, Culture and Talent Committee selected the following companies to serve as our compensation peer group:
SETTING EXECUTIVE COMPENSATION
| 2024 Peer Group | | | | | ALLETE, Inc. | Black Hills Corporation | IDACORP, Inc. | OGE Energy Corp. | | Alliant Energy Corporation | Evergy, Inc. | NiSource, Inc. | Pinnacle West Capital Corporation | | Avista Corporation | Hawaiian Electric | NorthWestern Corporation | TXNM Energy, Inc. |
SETTING EXECUTIVE COMPENSATION
Based on data compiled by Willis Towers Watson at the time of our 2024 peer group review, PGE was positioned near the median of the peer group in terms of revenue and market capitalization:
PGE VS. 2024 PEER GROUP
PGE VS. 2024 PEER GROUP
PGE VS. 2024 PEER GROUP
| Revenue | | | | PGE 47th Percentile | | 0 | 25 | 50 | 75 | 100 | | Market Capitalization | | | | PGE 53rd Percentile | | 0 | 25 | 50 | 75 | 100 |
PGE VS. 2024 PEER GROUP
The Role of Internal Equity. The Compensation, Culture and Talent Committee uses internal pay equity principles to determine the compensation for positions that are unique or difficult to benchmark against market and peer data. Internal equity is also considered in establishing compensation for positions considered to be equivalent in responsibilities and importance, especially where precise external data is not available. In addition to internal equity, the Compensation, Culture and Talent Committee's executive compensation philosophy is to manage total target direct compensation around the market 50th percentile, with individual differentiation that considers factors such as individual performance, experience, scope and impact of each role and individual skills and competencies.
Compensation Elements
| | Element | Form | Key Objective and Characteristics | | Fixed | Base Salaries | Cash | Establish a market-competitive pay foundation that reflects each executive's experience, skills and performance and is intended to attract and retain executives | | Performance Conditioned and Variable | Annual Cash Incentive Awards | Cash | Focus executive's attention on achievement of relatively short-term financial, operating and strategic goals that we believe will increase long-term shareholder value and benefit our customers | | | | | Based on Financial Performance (Net Income) (weighted at 40%), Operational Performance (weighted at 25%), Strategic Initiative Performance Goals (weighted at 25%) and Culture (weighted at 10%) | | | Long-Term Equity-Based Incentive Awards | Equity | Directly aligns executive's pay with long-term value provided to shareholders, and benefits customers by enhancing executive's focus on the Company's long-term goals. | | | | | Performance-Based Restricted Stock Units (weighted at 70% collectively) ROE/Allowed ROE EPS Growth Carbon Reduction TSR (used as a modifier) | | | | | Service-Based Restricted Stock Units (weighted at 30% collectively) and vest ratably over three years |
Performance-Conditioned Compensation
| 2024 Target Direct Compensation for Chief Executive Officer | | | | | | | ■ Base Salary ■ Annual Cash Incentive ■ PSUs ■ RSUs ■ Performance-Conditioned |
Performance-Conditioned Compensation
| 2024 Target Direct Compensation for Named Executive Officers other than the CEO | | | | | | | ■ Base Salary ■ Annual Cash Incentive ■ PSUs ■ RSUs ■ Performance-Conditioned |
Annual Cash Incentive Awards
Annual Cash Incentive Awards
OVERVIEW
OVERVIEW Our Annual Cash Incentive Plan (ACI Plan) is a variable, at-risk component of our named executive officer's compensation and is aligned with the Company's financial, operational, strategic and cultural goals as established each year by the Compensation, Culture and Talent Committee. The annual cash incentive program provides payout opportunities based on the achievement of predetermined financial, operating, strategic and cultural goals that require our named executive officers to meet high standards of performance. For 2024, the Compensation, Culture and Talent Committee selected key quantitative financial and operating performance metrics as part of the 2024 ACI Plan: Net Income, Customer Delight, and Distribution and Generation Reliability. In addition, the Compensation Culture and Talent Committee selected three equally weighted strategic initiative goals: elevate customer engagement, advance grid readiness and drive enterprise operational excellence. The Compensation Culture and Talent Committee included two Culture goals: Employee Engagement and Diversity, which was divided into Leadership Diversity and Supplier Diversity. For each category the Compensation, Culture and Talent Committee assigned a target score and potential score range reflecting the relative weight given the goal category. Specific quantitative scores were set for goals that comprised most of the target score. The formula for calculating awards under our 2024 ACI Program is shown below:
OVERVIEW
Unless the threshold goal is achieved for a performance measure, there is no payout for that performance measure. The Compensation, Culture and Talent Committee may, in its judgment, exclude the impact of unusual, non-recurring events that occur during the year. When setting the goals for 2024, the Compensation, Culture and Talent Committee considered many factors, including the alignment between appropriate payout opportunities and strong financial results at threshold, target, and maximum performance goal levels. Each of the performance percentages can range from 0% to 200%, with financial performance weighted 40%, operating performance weighted 25%, strategic initiatives weighted 25% and culture weighted 10%. This results in a maximum ACI award opportunity equal to 200% of the target award. Vesting of an award generally requires continued employment until the date that payment is made under the award, but if an officer’s employment is terminated before that date due to retirement, death, or disability, the officer is entitled to a portion of the award, prorated based on the number of days served during the award year.
2024 ACI Program Rationale for Selection of Performance Metrics
2024 ACI Program Rationale for Selection of Performance Metrics
2024 ACI Program Rationale for Selection of Performance Metrics
| | Metric | Measurement | Why We Use this Metric | | Financial | Net Income | Measured by the Company’s net income for the year | Net income is a driver of shareholder value creation in the regulated utility industry | | Operations | Customer Delight | Average of the Company’s key customer, residential, and general business Customer Delight scores. Customer delight is defined as a rating of 9 or 10 for overall satisfaction on a 0-10 scale These ratings are weighted according to the Company’s annual revenues from each customer group. Targets were established to meet or exceed top decile performance for Residential and Business customers among approximately 100 electric utilities measured in Escalent's National Energy Utility Benchmarking database | Customer delight is a measure of our ability to run our business in a way that meets the needs of our customers | | | Distribution Reliability | SAIDI (a standard industry measure for outage duration), which is equal to the total number of minutes an average customer experiences service interruption during the year | Delivering reliable electric service to our customers is our Company’s core business. Outage duration is a fundamental measure of service reliability that our customers care about | | | Generation Reliability | A split between generation availability (75%) and third quarter forced outage for thermal plants (25%). Availability is the amount of time that a generating plant is able to produce electricity during the year (determined by subtracting from total hours in the period all maintenance outage hours, planned outage hours and forced outage hours), divided by the number of hours in the year. To set the maximum, target and threshold performance levels for this goal, we established individual plant goals, which were then weighted to produce overall performance targets. Third quarter forced outage for thermal plant plans measures unplanned outages during the most critical summer months for thermal plants to be available | Our ability to achieve our financial objectives and serve our customers depends in part on our generation plants’ delivery of reliable and affordable power |
2024 ACI Program Rationale for Selection of Performance Metrics
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2024 ACI Program Rationale for Selection of Performance Metrics
| Compensation Discussion and Analysis | Table of Contents |
2024 ACI Program Rationale for Selection of Performance Metrics
| Strategic | Elevate customer engagement | Measured by progress in the following areas: •Launch, evolve and optimize customer experiences •Increase awareness, enrollment and participation in customer programs •Leverage technology to increase operational transparency, tailored for individual customers | Create connected, meaningful customer experiences through transparency, engagement, and collaboration | | | Advance grid readiness | Measured by progress in the following areas: •Plan and enable distributed energy resources (DER) to improve system capabilities and meet customer expectations •Scale virtual power plant capabilities to shift energy use and increase system energy utilization from DERs while measuring real time connectivity •Build out transmission inclusive of last mile, regional and Western interconnect | Manage and optimize grid and customer distributed energy resources for a reliable, accessible and affordable system | | | Drive enterprise operational excellence | Measured by progress in the following areas: •Plan and implement the Wildfire Mitigation Program •Align and streamline project management activities across the enterprise •Drive a cost management culture through transparency, accountability, alignment and ownership for sustainable growth •Improve the processes to drive transparency and realization of the benefits for technology and technology enabled projects | Enhance business and customer outcomes through cost management and efficiency | | Culture | Employee Engagement | Measured by the results from two questions in the employee survey on employee satisfaction working at PGE and their willingness to recommend PGE as a great place to work | PGE is focused on ensuring employees are engaged in a meaningful way in order to achieve our goals and deliver results for customers and shareholders | | | Leadership Diversity | Measured by the total percent of leaders who identify as female and the percent of leaders who identify as black, indigenous and people of color | PGE values gender, racial and ethnic diversity and believes a diverse employee population that represents the communities we serve will achieve better performance | | | Supplier Diversity | Measured by the total percentage of spend with diverse suppliers over total addressable procurement spend | PGE is committed to increased external outreach as part of our belief in diversity |
2024 ACI Program Rationale for Selection of Performance Metrics
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2024 ACI Program Rationale for Selection of Performance Metrics
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2024 ACI Program Performance Results
| | Performance Levels | | | | | | Metrics | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Actual | Calculated Performance % | | Financial Goal | | | | | 98.89% | | Net Income (in millions) | $267.35 | $314.53 | $361.71 | $313.48 | | | Operating Goals | | | | | 85.94% | | Generation Reliability(1) | | | | | | | Generation Plant Availability | 80.05% | 83.40% | 86.00% | 85.90% | | | Third Quarter Forced Outage | 6.38% | 4.20% | 3.19% | 3.62% | | | Customer Delight | 51.00% | 58.00% | 64.00% | 42.40% | | | Distribution Reliability | 127.00 | 107.00 | 98.00 | 118.46 | | | Strategic Initiatives(2) | | | | 2.02 | 101.00% | | Elevate Customer Engagement | "1" rating | "2" rating | "4" rating | 2.00 | | | Drive Enterprise Operational Excellence | "1" rating | "2" rating | "4" rating | 2.03 | | | Advance Grid Readiness | "1" rating | "2" rating | "4" rating | 2.03 | | | Culture | | | | | 97.17% | | Employee Engagement | 70 | 75 | 80 | 70.50 | | | Leadership Diversity Women | 33% | 35% | 37% | 37.03% | | | Leadership Diversity BIPOC | 23% | 25% | 28% | 26.22% | | | Supplier Diversity | 12% | 18% | 21% | 18.25% | |
Named Executive Officer Annual Incentive Award Payouts
Named Executive Officer Annual Incentive Award Payouts
Named Executive Officer Annual Incentive Award Payouts
| Name | Financial Performance % | Operating Performance % | Strategic Initiatives Performance % | Culture Performance % | Award Payout ($) | Award Payout (% of Target) | | Maria Pope | 98.89% | 85.94% | 101.00% | 97.17% | 1,181,404 | 96.01% | | Joseph Trpik | 98.89% | 85.94% | 101.00% | 97.17% | 421,854 | 96.01% | | Benjamin Felton | 98.89% | 85.94% | 101.00% | 97.17% | 452,976 | 96.01% | | Angelica Espinosa | 98.89% | 85.94% | 101.00% | 97.17% | 336,036 | 96.01% | | John McFarland(1) | 98.89% | 85.94% | 101.00% | 97.17% | 137,092 | 96.01% |
Named Executive Officer Annual Incentive Award Payouts
1.Mr. McFarland's annual cash incentive is based on actual base salary paid since his hire date of July 1, 2024.
Long-Term Incentive Awards
Long-Term Incentive Awards
OVERVIEW
OVERVIEW We grant equity-based long-term incentive (LTI) awards to our executives and other key employees pursuant to our Stock Incentive Plan. The equity component of our named executive officers' compensation emphasizes long-term shareholder value creation through performance-based restricted stock unit (PSU) and time-based restricted stock unit (RSU) awards. PSU awards are a substantial, at-risk component of our named executive officers' compensation tied to the Company's long-term performance. RSU awards align the interests of executive officers with the interests of our customers and shareholders by promoting stability and retention of a high-performing executive team over the long term. In 2024 we allocated 70% of our officers’ total LTI award opportunities to PSUs and 30% to RSUs.
OVERVIEW
| Our 2024 LTI Award program is consistent with our compensation guiding principles | Compensation Guiding Principles | PSUs | RSUs | | | Retention | ✓ | ✓ | | | Incentives to achieve specific Company objectives | ✓ | | | | Alignment with shareholders | ✓ | ✓ | | | Market-competitive pay | ✓ | ✓ |
OVERVIEW
| Looking Ahead For 2025, the Compensation, Culture and Talent Committee modified the LTI plan to make relative total shareholder return an equal metric rather than a modifier and to eliminate the metric for return on equity, to focus the LTI plan on EPS growth, shareholder returns and decarbonization. |
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY The aggregate number of PSUs and RSUs we granted to our named executive officers was the product of their 2024 base salary and an award multiple, divided by the closing price of the Company’s common stock on the grant date:
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
| # of PSUs and RSUs Granted | = | 2024 Base Salary X Award Multiple / Grant Date Closing Common Stock Price |
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
The table below shows the award multiples we used to calculate the awards for the named executive officers and the estimated value of the awards.
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
| Name | Award Multiple | Target RSU Value(1) ($) | Target PSU Value(1) ($) | Total Target LTI Value(1) ($) | | Maria Pope | 4.20 | 1,348,200 | 3,145,800 | 4,494,000 | | Joseph Trpik | 1.50 | 283,500 | 661,500 | 945,000 | | Benjamin Felton | 1.75 | 354,900 | 828,100 | 1,183,000 | | Angelica Espinosa | 1.50 | 225,000 | 525,000 | 750,000 | | John McFarland(2) | 1.30 | 96,525 | 225,225 | 321,750 |
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
1.Assumes that the Company will perform at target levels over the PSU performance period. Values are based on the closing price of the Company’s common stock on the grant date. See “Grants of Plan-Based Awards” on page 70 for additional details. 2.Mr. McFarland's 2024 LTI award is based on his prorated base salary as of his hire date of July 1, 2024.
CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
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CALCULATION OF TOTAL LTI AWARD OPPORTUNITY
| Compensation Discussion and Analysis | Table of Contents |
2024 PSU Awards
2024 PSU Awards Our 2024 PSU Award Program incorporates the following financial, strategic and market-based performance measures.
RATIONALE FOR LTI AWARDS DESIGN
RATIONALE FOR LTI AWARDS DESIGN
RATIONALE FOR LTI AWARDS DESIGN
| Metric | Measurement | Why We Use this Metric | | Return on Equity | The average of each of three consecutive years’ Accounting ROE as a percentage of Allowed ROE •“Accounting ROE” is defined as annual net income, as shown on the Company’s income statement, divided by the average of the current and prior year’s shareholders’ equity, as shown on the balance sheet •“Allowed ROE” is the return on equity that the OPUC permits the Company to include in the rates it charges its customers | Reflects how successful the Company is at generating a return on shareholders' investment. Because the Company’s return on its investment can fluctuate based on OPUC rate case orders, we believe the appropriate measure of our ability to generate earnings on shareholder investments is Accounting ROE as a percentage of Allowed ROE, consistent with SEC reporting | | EPS Growth | 3-year average of the Company’s EPS growth rate, where EPS growth for a given fiscal year is defined as the percentage change in EPS over the previous fiscal year | Provides a direct measure of the rate at which the Company has increased its profitability. EPS is a driver of shareholder value creation | | Clean Energy | Average megawatts of forecasted energy from carbon-free resources, Oregon Renewable Portfolios Standard-qualifying resources, and low-carbon emitting (i.e., > 95% carbon-free) systems of resources added to the Company’s energy supply portfolio during the performance period | Creates incentive to reduce carbon potential in the Company’s energy supply portfolio in support of our customers' and Oregon’s greenhouse gas emission reduction goals | | Relative TSR | TSR over the 3-year performance period relative to the TSR achieved by a comparison group of companies over the same period •The comparison group consists of peer companies approved by the Compensation, Culture and Talent Committee (ALLETE, Alliant Energy, Avista, Black Hills, Evergy, Hawaiian Electric, IDACORP, NiSource, NorthWestern, OGE Energy, Pinnacle West Capital and TXNM Energy (formerly PNM Resources)) on December 31, 2024, excluding those that have completed or announced a merger, acquisition, business combination, “going private” transaction or liquidation. Companies that are in bankruptcy will be assigned a negative one TSR •TSR measures the change in a Company’s stock price for a given period, plus its dividends (or other earnings paid to investors) over the same period, as a percentage of the stock price at the beginning of the period •To calculate the value of stock at the beginning and end of the period, we use the average daily closing price for the 20-trading day period ending on the measurement date •Relative TSR is determined by ranking PGE and the comparison group companies from highest to lowest according to TSR. The percentile performance of PGE relative to the comparison group companies is determined based on this ranking | TSR is used as a modifier and is a direct measure of value creation for shareholders Use of relative rather than absolute TSR helps ensure that payouts reflect the Company’s relative performance rather than general market conditions |
RATIONALE FOR LTI AWARDS DESIGN
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RATIONALE FOR LTI AWARDS DESIGN
| Table of Contents | Compensation Discussion and Analysis |
2024 PSU AWARD METRICS AND PAYOUT CALCULATION
2024 PSU AWARD METRICS AND PAYOUT CALCULATION In the first quarter of 2027, the Compensation, Culture and Talent Committee will determine the performance results for the 2024 PSU awards in accordance with the metrics and formula described in the table below, subject to any adjustments approved by the Compensation, Culture and Talent Committee pursuant to its authority under the Stock Incentive Plan.
2024 PSU AWARD METRICS AND PAYOUT CALCULATION
| Payout Metric(1) | Threshold (50% Payout) | Target (100% Payout) | Maximum (167% Payout) | Metric Weighting | Percentage of Target Shares Earned | | Return on Equity | 75% of Allowed ROE | 90% of Allowed ROE | 100% of Allowed ROE | 33% | 0% to 55.67% | | EPS Growth | 5.0% | 6.0% | 7.0% | 33% | 0% to 55.67% | | Clean Energy | 280 (MWa) | 465 (MWa) | 585 (MWa) | 33% | 0% to 55.67% | | Payout % Subtotal | | | 0% to 167% | | | | Payout Multiplier Metric(2) | (80% multiplier) | (100% multiplier) | (120% multiplier) | | | | Relative TSR | ≤ 25th Percentile of Peer Companies | 50th Percentile of Peer Companies | ≥ 75th Percentile of Peer Companies | Payout Multiplier | 80% to 120% | | Total Percentage of Target PSU Award Earned | | | 0 to 200% | | |
2024 PSU AWARD METRICS AND PAYOUT CALCULATION
1.Calculation of Payout Percentage Subtotal. At the end of the performance period, performance results are interpolated between threshold, target and maximum payout levels to determine payout percentages for each goal based on the schedule above. Results below threshold for any goal result in zero payouts for that goal. These results are weighted equally and added to determine a payout percentage subtotal. 2.Application of Payout Multiplier Based on Relative TSR Results: Performance results for Relative TSR are interpolated between threshold, target and maximum levels to determine a multiplier between 80% and 120%, which is applied to the payout percentage subtotal to determine a total percentage of the target award earned. For our 2024 PSU awards, the peer group for 2024 compensation was utilized as the comparator group for the Relative TSR metric.
2024 RSU Awards
2024 RSU Awards Each of our executive officers was awarded RSUs representing 30% of their total LTI award opportunity. Each year, on the anniversary of the grant date, one-third of the RSUs granted will vest, and vesting requires that the award recipient be employed by the Company on the vesting date. However, if the officer’s employment is terminated due to retirement (which requires five years of service with the Company or an affiliate and a minimum age of 55), death, or disability before the normal vesting date, a pro rata portion of the RSUs will vest. RSUs granted in 2024 also vest in accordance with the Rule of 75, which is described below. See the discussion of the RSUs on page 75 in the section below entitled “Potential Payments and Rights on Termination and Change in Control Benefits.”
OTHER TERMS OF THE PSU AND RSU AWARDS
OTHER TERMS OF THE PSU AND RSU AWARDS Dividend Equivalent Rights. Under the 2024 PSU and RSU Awards, each named executive officer will receive a number of dividend equivalent rights (DERs) equal to the number of vested PSUs and/or RSUs. A DER represents the right to receive an amount equal to dividends paid on the number of shares of common stock equal to the number of the vested PSUs and/or RSUs, which dividends have a record date between the date of the grant and the end of the performance period. DERs are subject to the same vesting conditions as the PSUs or RSUs and will be settled in shares of common stock after the related PSUs and/or RSUs vest. The number of shares payable on the DERs will be calculated using the fair market value of PGE common stock as of the date the Compensation, Culture and Talent Committee determines the number of vested PSUs and/or RSUs.
OTHER TERMS OF THE PSU AND RSU AWARDS
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OTHER TERMS OF THE PSU AND RSU AWARDS
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OTHER TERMS OF THE PSU AND RSU AWARDS
Service Requirement. Under our PSU and RSU awards, vesting of the PSUs and/or RSUs and their related DERs generally requires that the award recipient continue to be employed by the Company during the performance period. However, if the officer’s employment concludes due to retirement, death, or disability before the end of the three-year performance period, a ratable portion of the award will vest at the end of the performance period based on actual performance. See the discussion on page 75 in the section below entitled “Potential Payments and Rights on Termination and Change in Control Benefits.” Recipients who satisfy the “Rule of 75” are eligible for vesting of (i) their outstanding PSU awards based on performance results, and/or (ii) their outstanding RSU awards without regard to their termination before the end of the performance period or prior to the applicable vesting date. An individual satisfies the Rule of 75 if, on the date of his or her termination of employment, (i) the individual is at least age 55 and has no less than five years of service with the Company or its affiliates, and (ii) the individual’s age plus years of service equals at least 75.
2022-2024 PSU Award Payout
2022-2024 PSU Award Payout The payout under the PSU awards granted to our executive officers in 2022 was 109% of target, based on the following performance results:
2022-2024 PSU Award Payout
| Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (167% Payout) | Metric Weight | Actual | Percentage of Target Award Earned | | Return on Equity | 75% of Allowed ROE | 90% of Allowed ROE | 100% of Allowed ROE | 33% | 86.98% | 29.98% | | EPS Growth | 3.0% over prior year | 4.0% over prior year | 5.0% over prior year | 33% | 4.80% | 51.11% | | Clean Energy | 125 (MWa) | 210 (MWa) | 250 (MWa) | 33% | 271 | 55.67% | | | | Payout % Subtotal: | | | | 136.76% | | Payout Multiplier Metric | (80% multiplier) | (100% multiplier) | (120% multiplier) | | | | | Relative TSR(1) | ≤ 25th Percentile of Peer Group | 50th Percentile of Peer Group | ≥ 75th Percentile of Peer Group | Payout Multiplier | 9th | 80.00% | | | | Total Percentage of Target PSU Award Earned | | | | 109.41% |
2022-2024 PSU Award Payout
1.The acquisition of ALLETE, Inc. by a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners is pending as of Dec. 31, 2024. ALLETE, Inc. has been exclude from the peer group. These results yielded the award values set forth in the table below:
2022-2024 PSU Award Payout
| | Number of PSUs Vested(1) | Award Payout Value ($)(2) | | Maria Pope | 63,021 | 2,748,976 | | Joseph Trpik(3) | — | — | | Benjamin Felton(4) | — | — | | Angelica Espinosa | 7,140 | 311,447 | | John McFarland (5) | — | — |
2022-2024 PSU Award Payout
1.Includes dividend equivalent rights settled in shares per the terms of the awards. 2.Based on a $43.62 share price, which was the closing stock price of the Company’s common stock on December 31, 2024, the vesting date for the awards. 3.Mr. Trpik joined the Company June 30, 2023 and was not a participant in the 2022-2024 performance awards.
2022-2024 PSU Award Payout
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2022-2024 PSU Award Payout
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2022-2024 PSU Award Payout
4.Mr. Felton joined the Company April 3, 2023 and was not a participant in the 2022-2024 performance awards. 5.Mr. McFarland joined the Company July 1, 2024 and was not a participant in the 2022-2024 performance awards. The terms of our 2024 PSU awards are described more fully in this Proxy Statement under the heading “Long-Term Incentive Awards.”
Off-Cycle Compensation
1.Based on the closing stock price of the Company’s common stock on the grant date for the awards. 2.On June 30, 2023, the independent directors granted Mr. Trpik an inducement award of time-based restricted stock units as part of his employment offer. The award had a grant date value of $1,150,000, of which $400,000 of the granted value vested immediately, $400,000 vested on July 31, 2024, and the remaining $350,000 will vest on July 31, 2025. 3.On April 15, 2023, the independent directors granted Mr. Felton an inducement award of time-based restricted stock units as part of his employment offer. The award had a grant date value of $1,450,000, of which $150,000 of the granted value vested immediately, $650,000 vested on April 15, 2024, and the remaining $650,000 will vest on April 15, 2025. 4.On February 11, 2022, the independent directors granted Ms. Espinosa an award of time-based restricted stock units in recognition of her promotion to General Counsel. The award had a grant date value of $200,000 and vested in full on February 14, 2024. 5.On July 1, 2024, the independent directors granted Mr. McFarland an inducement award of time-based restricted stock units as part of his employment offer. The award had a grant date value of $750,000, of which $250,000 of the granted value vested on February 14, 2025, $250,000 will vest on February 13, 2026 and the remaining $250,000 will vest on February 12, 2027.
Severance and Change in Control Benefits
Severance and Change in Control Benefits Rationale for Providing Severance Pay Benefits. In 2021, the Compensation, Culture and Talent Committee approved the Company’s Amended and Restated Executive Severance Plan, effective July 27, 2021 and amended for administrative updates on March 14, 2023 (the “Severance Plan”) after reviewing information provided by the independent compensation consultant to better align the Company’s severance practice with current industry practice, including increasing the severance payments and benefits payable to eligible officers upon a qualifying termination. The Severance Plan superseded the prior Severance Pay Plan for Executive Employees. Our policy regarding severance protection for named executive officers stems from its importance in retaining and recruiting executives and mitigating legal issues upon an employment separation. Executives have attractive opportunities with other companies or are recruited from well-compensated positions in other companies. To provide our officers with financial security to offset the risk of leaving for another company, if the employment of an eligible officer with the Company is involuntarily terminated without cause or due to a constructive termination (or a resignation for “good reason,”) in either case absent a change in control, the Severance Plan provides for the following severance payments and benefits: •1.5 times the annual base salary for our CEO and 1.0 times the annual base salary for non-CEO executives; •a pro-rata portion of annual cash incentive award based on target performance and the period of the award year served; and •a lump sum equal to 18 months of continuation coverage under COBRA for our CEO and 12 months for all other eligible officers. For purposes of the Severance Plan, a constructive termination (or a resignation for “good reason”) includes occurrences such as a material diminution in duties or salary, or a substantial relocation. Given that none of the named executive officers has an employment agreement that provides for fixed positions or duties, or for a fixed base salary or annual incentive award, we believe a constructive termination severance trigger is needed to continue to retain and attract executives. We do not provide excise tax gross-ups on change-in-control severance benefits for any of our executives. We do not believe named executive officers should be entitled to receive their cash severance benefits merely because a change-in-control transaction occurs. Therefore, the payment of cash severance benefits is subject to a double-trigger where an actual or constructive termination of employment must also occur before payment. Severance is always subject to the execution of a release of claims and adherence to non-competition and non-solicitation covenants. Our Severance Plan also offers additional enhanced benefits if a change in control of the Company occurs and an eligible officer experiences a qualifying termination within 24 months following the change in control event. We believe the occurrence, or expected occurrence, of a change-in-control transaction would create uncertainty regarding continued employment for named executive officers. This uncertainty would result from the fact that many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. To encourage the named executive officers to remain employed with the Company during a time when their prospects for continued employment following the change in control would be uncertain, and to permit them to remain focused on the Company’s interests, if the employment of an eligible officer with the Company is involuntarily terminated without cause by the Company or due to a constructive termination (or a resignation for “good reason”) in either case within a defined period of time after a change in control of the Company, the Severance Plan provides for the following severance payments and benefits: •2.5 times the sum of annual base salary plus the target value of the executive’s annual cash incentive award for our CEO, 2.0 times for senior officers and 1.5 times for all other eligible officers;
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
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Severance and Change in Control Benefits
•a pro-rata portion of annual cash incentive award based on target performance and the period of the award year served; and •a lump sum equal to 30 months of continuation coverage under COBRA for our CEO, 24 months of continuation coverage under COBRA for our senior officers and 18 months for all other eligible officers. For detailed information on the estimated potential payments and benefits payable to our named executive officers if they terminate employment, including following a change in control of the Company, see “Potential Payments and Rights on Termination and Change in Control Benefits” on page 75.
Risk Management
Risk Management The Compensation, Culture and Talent Committee seeks to mitigate risk in our executive programs through the following policies and practices. Our 2024 LTI plan includes the following risk mitigation features: •Using multiple types of awards and performance measures, consisting of a market-based performance measure (relative total shareholder return), a financial performance measure (EPS growth), and a service-based measure (time-based restricted stock units) •Measuring our total shareholder return against peer groups approved by the Compensation, Culture and Talent Committee •Using multi-year performance periods to promote a longer-term performance horizon •Limiting the maximum payout level for performance-based restricted stock unit awards to 200% of the target number of units (including reinvested dividend equivalents) Our 2024 ACI Plan includes the following risk mitigation features: •Limiting the payout at the maximum performance level to 200% of target •Using a corporate financial performance measure that is based on the earnings reported in our financial statements, with certain adjustments that are limited and predefined and the potential for others related to unplanned or unforeseen items, all of which are made only after thoughtful consideration by the Compensation, Culture and Talent Committee •Incorporating Operational and Strategic Metrics, which are performance measures important to our business operations, in addition to the corporate financial performance measure •Providing the Compensation, Culture and Talent Committee with negative discretion over certain incentive plan payouts
Annual Independent Compensation Risk Assessment
| Equity Award Program | Cash Incentive Programs | Other Compensation Practices | | •Equity grants •Payment timing and adjustments •Grant policies •Stock ownership guidelines and trading policies | •Pay mix •Performance metrics •Performance goals and payout curves •Payment timing and adjustments | •Incentive mix •Succession planning •Severance •Role of the Board of Directors |
Equity Grant Practices
Equity Grant Practices Under the terms of our Stock Incentive Plan, the Compensation, Culture and Talent Committee is authorized to make grants of equity awards but may delegate this authority as it deems appropriate. The Compensation, Culture and Talent Committee has delegated authority to our CEO to make annual discretionary grants of RSUs with performance-based or time-based vesting conditions to non-executive employees for the purposes of attracting and retaining qualified employees. For 2024, the maximum RSU value that the CEO was authorized to award was $1,000,000 in the aggregate and $100,000 per award. The Compensation, Culture and Talent Committee has not delegated the authority to make awards to executive officers. The Compensation, Culture and Talent Committee expects to continue to grant equity awards to executive officers and other key employees, and to delegate authority to our CEO to make limited discretionary equity awards for attraction and retention purposes to non-executives. We also expect to continue to make annual grants of restricted stock units with time-based vesting conditions to the Company’s directors. The Compensation, Culture and Talent Committee has not adopted a formal policy governing the timing of equity awards. However, the Compensation, Culture and Talent Committee has generally made awards to executive officers in the first quarter of the fiscal year and to directors in the third quarter, and expects to continue this practice.
Equity Grant Practices
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Equity Grant Practices
| Compensation Discussion and Analysis | Table of Contents |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid or earned by the named executive officers for our fiscal year ended December 31, 2024 and the two prior fiscal years if applicable to the individual.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary $(1) | Bonus $(2) | Stock Awards $(3) | Non-Equity Incentive Plan Compensation $(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings $(5) | All Other Compensation $(6) | Total $ | | Maria Pope President and CEO | 2024 | 1,157,916 | — | 4,609,255 | 1,181,404 | 66,792 | 351,658 | 7,367,025 | | | 2023 | 1,144,080 | — | 4,181,138 | 1,195,782 | 155,103 | 289,654 | 6,965,757 | | | 2022 | 1,065,607 | — | 3,882,327 | 1,002,781 | 38,324 | 305,884 | 6,294,923 | | Joe Trpik Senior Vice President, CFO | 2024 | 632,471 | — | 969,235 | 421,854 | — | 256,818 | 2,280,378 | | | 2023 | 302,308 | 200,000 | 2,087,421 | 410,214 | — | 190,307 | 3,190,250 | | Benjamin Felton Executive Vice President, Chief Operating Officer | 2024 | 678,862 | — | 1,213,312 | 452,976 | 1,636 | 120,686 | 2,467,472 | | | 2023 | 487,500 | 100,000 | 2,163,726 | 324,753 | 404 | 57,236 | 3,133,619 | | Angelica Espinosa Senior Vice President, Chief Legal and Compliance Officer | 2024 | 541,082 | — | 769,218 | 336,036 | 3,433 | 61,775 | 1,711,544 | | | 2023 | 511,432 | — | 555,243 | 325,142 | 4,398 | 66,258 | 1,462,473 | | | 2022 | 433,299 | 150,000 | 639,852 | 219,797 | 3,153 | 32,446 | 1,478,547 | | John McFarland Vice President, Chief Commercial and Customer Officer | 2024 | 250,220 | 100,000 | 1,064,133 | 137,092 | — | 25,293 | 1,576,738 |
SUMMARY COMPENSATION TABLE
1.Amounts in the Salary column include base salary earned, including paid time off taken, and, where applicable, the value of paid time off deferred under the 2005 MDCP. 2.Amount shown in the Bonus column for 2022 for Ms. Espinosa represents a portion of her sign-on bonus paid in 2022. Amounts shown in the Bonus column for 2023 for Mr. Trpik and Mr. Felton represents sign-on bonuses paid in 2023. Amount shown in the Bonus column for 2024 for Mr. McFarland represents a sign-on bonus paid in 2024. 3.Amounts shown in the Stock Awards column represent the aggregate grant date fair value of PSU and RSU awards, computed in accordance with FASB ASC Topic 718, Compensation Stock Compensation, excluding the effect of estimated forfeitures related to service-based vesting. The grant date fair values reported above will likely vary from the actual amount realized by the named executive officer based on a number of factors, including the number of RSUs and PSUs that ultimately vest and the closing market price of our common stock on the vesting date. For RSUs, we calculate grant date fair value by multiplying the number of shares underlying the award by the NYSE closing price per share of our common stock on the grant date. For PSUs, we calculate grant date fair value by assuming the satisfaction of performance-based goals at the “target” level for all metrics other than TSR and multiplying the corresponding number of shares earned by the NYSE closing price per share of our common stock on the grant date. For the TSR portion of the PSUs, fair value is determined using a Monte Carlo simulation. See Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional details regarding the assumptions made in the valuations reflected in this column.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
If the maximum number of shares issuable under the PSUs had been used to calculate the grant date fair value of the PSUs, the value of the PSUs and the aggregate grant-date fair value of all stock awards for 2024 would have been as follows:
SUMMARY COMPENSATION TABLE
| Name | Maximum 2024 PSU Value ($) | Maximum Total 2024 Stock Award Value ($) | | Maria Pope | 6,522,156 | 7,870,333 | | Joseph Trpik | 1,371,475 | 1,654,972 | | Benjamin Felton | 1,716,838 | 2,071,731 | | Angelica Espinosa | 1,088,481 | 1,313,458 | | John McFarland | 435,343 | 1,281,804 |
SUMMARY COMPENSATION TABLE
4.Amounts in the Non-Equity Incentive Plan Compensation column represent cash incentive awards earned under the Company's Annual Cash Incentive Plan (ACI Plan). The terms of the 2024 awards are discussed on page 50 in the section entitled “Annual Cash Incentive Awards.” 5.Amounts in this column include the increase in the actuarial present value of the named executive officers' accumulated benefits under the Portland General Electric Company Pension Plan (for Ms. Pope who is the only participant in such plan) and for all named executive officers', certain above market earnings on compensation deferred under the 2005 MDCP, as further described in the table below addressing Non-Qualified Deferred Compensation. 6.The amounts in the All Other Compensation table for 2024 are described in the table below:
SUMMARY COMPENSATION TABLE
| Name | Dividend Equivalent Rights ($)(a) | 401(k) Contributions ($)(b) | Contributions to 2005 MDCP ($)(c) | HSA Contributions ($)(d) | PTO Balance Payout ($)(e) | Long-Term Disability Insurance ($)(f) | Other ($)(g) | Gross-up ($)(h) | Total ($)(i) | | Maria Pope | 321,471 | 20,700 | 1,605 | 1,150 | — | 6,302 | 429 | — | 351,658 | | Joseph Trpik | 20,395 | 35,146 | — | 1,150 | — | 3,690 | 106,516 | 89,920 | 256,818 | | Benjamin Felton | 26,149 | 36,898 | 6,673 | 1,150 | — | 3,964 | 25,102 | 20,751 | 120,686 | | Angelica Espinosa | 17,257 | 37,400 | 3,000 | 1,062 | — | 2,945 | 111 | — | 61,775 | | John McFarland | — | 23,417 | — | 531 | — | 1,346 | — | — | 25,293 |
SUMMARY COMPENSATION TABLE
a.Represents the value of dividend equivalent rights earned under restricted stock unit awards, which is not included in the Stock Awards column in the Summary Compensation Table. b.Represents Company contributions to the named executive officers' accounts under the 401(k) Plan. c.Represents Company contributions to the named executive officers' accounts under the 2005 MDCP. See page 74 under the heading "Non-Qualified Deferred Compensation" for a discussion of the terms of the 2005 MDCP. d.Represents Company contributions to named executive officers' individual health savings accounts. Includes the value of wellness plan incentive rewards. e.In 2024 there were no one-time paid time off (PTO) balance payouts. f.In 2024 there were no tax gross-ups associated with Long-Term Disability Insurance. g.In 2024 Mr. Felton and Mr. Trpik were provided with certain moving expenses reimbursements, which does not include tax gross-ups, as part of their relocation expenses. In 2024 Mr. McFarland received a sign-on bonus payment of $100,000 to cover moving and other expenses. h.In 2024, Mr. Felton and Mr. Trpik were provided with moving expenses resulting in the tax gross-up amounts. i.Includes the total value of the preceding columns.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS Our named executive officers participated in incentive compensation plans that are designed to encourage high levels of performance on both a short-term and long-term basis. Performance-based annual cash bonuses were provided under the annual cash incentive award plan. Long-term equity incentives were provided under our 2024 Long-Term Incentive Award plan and granted under our Stock Incentive Plan. The following table summarizes grants of plan-based awards made to the named executive officers in 2024.
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards (Number of Units)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (Number of Shares) | Target (Number of Shares) | Max (Number of Shares) | | | | Maria Pope | 2/9/2024 | 615,250 | 1,230,500 | 2,461,000 | — | — | — | — | — | | | 2/9/2024 | — | — | — | 31,372 | 78,429 | 156,858 | — | 3,261,078 | | | 2/9/2024 | — | — | — | — | — | — | 33,612 | 1,348,177 | | Joseph Trpik | 2/9/2024 | 219,692 | 439,384 | 878,768 | — | — | — | — | — | | | 2/9/2024 | — | — | — | 6,597 | 16,492 | 32,984 | — | 685,737 | | | 2/9/2024 | — | — | — | — | — | — | 7,068 | 283,497 | | Benjamin Felton | 2/9/2024 | 235,900 | 471,800 | 943,600 | — | — | — | — | — | | | 2/9/2024 | — | — | — | 8,258 | 20,645 | 41,290 | — | 858,419 | | | 2/9/2024 | — | — | — | — | — | — | 8,848 | 354,893 | | Angelica Espinosa | 2/9/2024 | 175,000 | 350,000 | 700,000 | — | — | — | — | — | | | 2/9/2024 | — | — | — | 5,236 | 13,089 | 26,178 | — | 544,241 | | | 2/9/2024 | — | — | — | — | — | — | 5,609 | 224,977 | | John McFarland(5) | 7/1/2024 | 71,395 | 142,789 | 285,578 | — | — | — | — | — | | | 7/1/2024 | — | — | — | 2,094 | 5,235 | 10,470 | — | 217,671 | | | 7/1/2024 | — | — | — | — | — | — | 2,243 | 96,494 | | | 7/1/2024 | — | — | — | — | — | — | 17,433 | 749,968 |
GRANTS OF PLAN-BASED AWARDS
1.These columns show the range of potential payouts for cash incentive awards granted in 2024 under our ACI Plan. The amounts shown in the Threshold column reflect payouts at threshold performance, which are 50% of target awards. The amounts in the Target column reflect payouts at target performance, which are 100% of the target awards. The amounts shown in the Maximum column reflect maximum payouts, which are 200% of the target awards. See the section of the Compensation Discussion and Analysis entitled “Annual Cash Incentive Awards” beginning on page 50 for a description of the material terms of these awards. 2.These columns show the estimated range of potential payouts for awards of PSUs granted in 2024 with a three-year performance period under our Stock Incentive Plan. The amounts shown in the Threshold column reflect the minimum number of PSUs that could vest, which is 40%, after the relative total shareholder return modifier is applied, of the target amount shown in the Target column. The number of PSUs shown in the Maximum column is equal to 200% of the target amount. See the section of the Compensation Discussion and Analysis entitled “Long-Term Incentive Awards” beginning on page 57 for a description of the material terms of these awards. 3.This column shows the number of RSUs granted to the named executive officers in 2024. See the section of the Compensation Discussion and Analysis entitled "2024 RSUs" beginning on page 60 for a description of the material terms of these awards. 4.The grant date fair values for the PSUs assume performance at target levels. 5.As part of Mr. McFarland's terms of employment, his non-equity incentive plan award was based on his prorated salary, or actual base pay received for the year. His equity based annual performance award and time-based award were prorated based on his hire date (July 1, 2024) and he was provided with a one-time time-based award on July 1, 2024 with a grant value of $750,000 with special vesting conditions of $250,000 of the grant value vesting on February 14, 2025, $250,000 vesting on February 13, 2026 and $250,000 vesting on February 12, 2027.
GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT YEAR-END
OUTSTANDING EQUITY AWARDS AT YEAR-END The following table summarizes the grants of equity awards that were outstanding as of December 31, 2024, for our named executive officers. These awards consist of performance based and service based restricted stock units.
OUTSTANDING EQUITY AWARDS AT YEAR-END
| Name | Grant Date | Number of Units of Stock That Have Not Vested | Market Value of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)(1) | | Maria Pope | 2/11/2022(2) | — | — | 56,912 | 2,482,501 | | | 2/11/2022(3) | 8,130 | 354,648 | — | — | | | 02/10/2023(4) | — | — | 64,296 | 2,804,585 | | | 02/10/2023(5) | 18,371 | 801,323 | — | — | | | 2/9/2024(6) | — | — | 81,050 | 3,535,404 | | | 2/9/2024(7) | 34,735 | 1,515,154 | — | — | | Joseph Trpik | 6/30/2023(4) | — | — | 14,218 | 620,174 | | | 6/30/2023(5) | 4,063 | 177,219 | — | — | | | 6/30/2023(8) | 7,899 | 344,572 | — | — | | | 2/9/2024(6) | — | — | 17,043 | 743,423 | | | 2/9/2024(7) | 7,304 | 318,610 | — | — | | Benjamin Felton | 4/15/2023(4) | — | — | 10,759 | 469,306 | | | 4/15/2023(5) | 3,075 | 134,128 | — | — | | | 4/15/2023(8) | 14,023 | 611,677 | | — | | | 2/9/2024(6) | — | — | 21,335 | 930,630 | | | 2/9/2024(7) | 9,144 | 398,848 | — | — | | Angelica Espinosa | 2/11/2022(2) | — | — | 6,448 | 281,257 | | | 2/11/2022(3) | 921 | 40,195 | — | — | | | 02/10/2023(4) | — | — | 8,539 | 372,466 | | | 02/10/2023(5) | 2,439 | 106,392 | — | — | | | 2/9/2024(6) | — | — | 13,526 | 590,023 | | | 2/9/2024(7) | 5,796 | 252,841 | — | — | | John McFarland | 7/1/2024(6) | — | — | 5,289 | 230,717 | | | 7/1/2024(7) | 2,266 | 98,853 | — | — | | | 7/1/2024(8) | 17,614 | 768,306 | — | — |
OUTSTANDING EQUITY AWARDS AT YEAR-END
1.Market value is based on the NYSE closing price of our common stock on December 31, 2024, which was $43.62. 2.Amounts in these rows relate to awards of PSUs with a three-year performance period ending December 31, 2024 granted under the 2022 LTI Award Program. Pursuant to SEC rules, the PSUs are represented at the target amount of shares that may be earned under the awards. The actual number of shares that will vest under the PSUs (if any) will be determined based on the Company’s performance relative to the metrics for the awards (ROE as a percentage of allowed ROE, EPS growth, clean energy and relative TSR), subject to the approval of the Compensation, Culture and Talent Committee. The amount shown does not represent an estimate of the actual achievement to date under the PSU awards. 3.Amounts in these rows relate to the award of RSUs which have the final one-third vesting on February 14, 2025. 4.Amounts in these rows relate to awards of PSUs with a three-year performance period ending December 31, 2025 granted under the 2023 LTI Award Program. Pursuant to SEC rules, the PSUs are represented at the target amount of shares that may be earned under the awards. The actual number of shares that will vest under the PSUs (if any) will be determined based on the Company’s performance relative to the metrics for the awards (ROE as a
OUTSTANDING EQUITY AWARDS AT YEAR-END
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OUTSTANDING EQUITY AWARDS AT YEAR-END
percentage of allowed ROE, EPS growth, clean energy and relative TSR), subject to the approval of the Compensation, Culture and Talent Committee. The amount shown does not represent an estimate of the actual achievement to date under the PSU awards. 5.Amounts in these rows relate to the award of RSUs with a one-third vesting on each February 14 of 2025 and 2026. 6.Amounts in these rows relate to awards of PSUs with a three-year performance period ending December 31, 2026 granted under the 2024 LTI Award Program. Pursuant to SEC rules, the PSUs are represented at the target amount of shares that may be earned under the awards. The actual number of shares that will vest under the PSUs (if any) will be determined based on the Company’s performance relative to the metrics for the awards (ROE as a percentage of allowed ROE, EPS growth, clean energy and relative TSR), subject to the approval of the Compensation, Culture and Talent Committee. The amount shown does not represent our estimate of the actual achievement to date under the awards. 7.Amounts in these rows relate to the award of RSUs with a one-third vesting on each February 14 of 2025, 2026 and 2027. 8.Amounts in these rows relate to the award of RSUs in connection with commencement of employment, not inclusive of dividend equivalent units, for the below:
OUTSTANDING EQUITY AWARDS AT YEAR-END
| Name | Grant Date | Vest Date | Number of Units | | Joseph Trpik | 6/30/2023 | 6/30/2023 | 8,541 | | | 6/30/2023 | 7/31/2024 | 8,541 | | | 6/30/2023 | 7/31/2025 | 7,474 | | Benjamin Felton | 4/15/2023 | 4/15/2023 | 3,030 | | | 4/15/2023 | 4/15/2024 | 13,134 | | | 4/15/2023 | 4/15/2025 | 13,134 | | John McFarland | 7/1/2024 | 2/14/2025 | 5,811 | | | 7/1/2024 | 2/13/2026 | 5,811 | | | 7/1/2024 | 2/12/2027 | 5,811 |
PENSION BENEFITS
PENSION BENEFITS The following table shows the actuarial present value of Ms. Pope’s accumulated benefit under the Pension Plan as of December 31, 2024. The Pension Plan was closed to new participants before Mr. Trpik, Mr. Felton, Ms. Espinosa, and Mr. McFarland joined the Company.
PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | | Maria Pope | Pension Plan | 16 | $717,819 |
PENSION BENEFITS
Participants in the Pension Plan earn benefits under the plan during each year of employment. Participants are vested in plan benefits after 5 years of service. Normal retirement age under the plan is 65. An early retirement benefit is available to participants after age 55, but benefits are reduced for each year prior to the participant's normal retirement date, using early retirement factors and based on the benefit formula described below. Ms. Pope qualified for early retirement as of December 31, 2022. For non-union plan participants, the basic monthly pension benefit is based on Final Average Earnings (FAE), defined as the highest consecutive 60 months of earnings (base pay paid, excluding reductions due to income deferrals) during the last 120 months of employment. The basic pension benefit under the plan is calculated as follows:
PENSION BENEFITS
| Monthly Benefit | = | 1.2% of FAE for first 30 years of service | + | 0.5% of FAE in excess of 30-Year Average of Social Security Taxable Wage Base | + | 0.5% of FAE for each year of service over 30 years |
PENSION BENEFITS
The normal form of payment for a participant who does not have a spouse is a straight life annuity, which makes periodic payments to the participant until his or her death. The normal form of payment if the participant has a spouse is a contingent annuity, which makes full payments for the life of the participant and thereafter 50% of the full payments until the death of the spouse if he or she survives the participant. Pension Plan calculations are based on assumptions that are reviewed annually with the Company’s actuaries. The benefit calculation shown in the table above assumes normal retirement at age 65 (or current age if later), a discount rate of 5.70% and mortality assumptions based on the Generational Annuitant Mortality (PRI-2012 with white collar adjustment and MP2021 projection with 0% improvement in 2020-2023 and convergence to SSA smoothed long-term rates). These assumptions are the same ones used for financial reporting purposes. The 2005 MDCP provide a benefit to compensate participants for Pension Plan benefits that are lower due to salary deferrals under the 2005 MDCP. These deferrals reduce a participant’s Final Average Earnings, on which Pension Plan benefits are based. The present value of the reduction in Pension Plan benefits due to salary deferrals is calculated as a lump sum upon termination of employment and added to the participant’s deferred compensation plan account balance. The aggregate present value of this benefit is reflected in the Pension Benefits table above.
PENSION BENEFITS
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PENSION BENEFITS
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NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION Our 2005 Management Deferred Compensation Plan (2005 MDCP) allows executives and a select group of management and highly compensated employees to elect on a year-by-year basis to defer the receipt of up to 80% of their base salary and 100% of their cash incentive compensation for payment in installments or in a lump sum future date in connection with a separation of employment. Additionally, a participant can elect to defer PTO. In 2024, the maximum number of hours of PTO that a participant may defer annually is the lesser of (i) 160 or (ii) total projected PTO hours for the year less 152. The following table shows the named executive officers’ contributions and earnings in 2024 and balances as of December 31, 2024 under the 2005 MDCP. The accompanying narrative describes key provisions of the plan.
NON-QUALIFIED DEFERRED COMPENSATION
| Name | Plan | Executive Contributions in 2024 ($)(1) | Company Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($) | Aggregate Balance at 12/31/2024 ($)(3) | | Maria Pope | 2005 MDCP | 135,088 | 1,605 | 119,744 | 2,127,938 | | Joseph Trpik | 2005 MDCP | — | — | — | — | | Benjamin Felton | 2005 MDCP | 280,876 | 6,673 | 15,393 | 397,459 | | Angelica Espinosa | 2005 MDCP | 138,125 | 3,000 | 30,047 | 590,316 | | John McFarland | 2005 MDCP | — | — | — | — |
NON-QUALIFIED DEFERRED COMPENSATION
1.Amounts in this column include salary and paid-time-off deferrals that are reflected in the Salary column of the Summary Compensation Table, as well as cash incentive award deferrals for 2023 deferred in 2024 that are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. 2.Amounts in this column include a Company matching contribution of 3% of annual base salary deferred under the applicable plan. These amounts are included in the Summary Compensation Table under “All Other Compensation.” 3.Amounts included in this column were reported as compensation to the named executive officer in the Company’s Summary Compensation Table for previous years. For 2024, participants could also contribute cash payments in lieu of up to 160 hours of canceled paid time off. The Company provides a 3% matching contribution on employee base salary deferrals. Deferral elections must be made no later than December 31 of the taxable year preceding the year in which the compensation is earned. Amounts deferred under the 2005 MDCP accrue interest that is 0.5% higher than the annual yield on Moody’s Average Corporate Bond Yield Index. Interest rates are established in the plan document, which is administered by a management-level committee. Payments are triggered by termination of employment, beginning six months after separation from service; a participant’s account balance during the six-month delay continues to accrue interest. Under both plans, benefits are paid in one of the following forms, as elected by the participant in a payment election form filed each year for the following year’s deferrals: (i) a lump-sum payment or (ii) monthly installments in equal payments of principal and interest over a period of up to 180 months. If a Participant Separates from Service upon or after attaining the age of 55, payment of any restoration of Pension Plan benefits shall be made in monthly installment payments in substantially equal payments of principal and Interest over a period of one hundred twenty (120) months, or in a lump sum if the participant is under 55 years of age.
NON-QUALIFIED DEFERRED COMPENSATION
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POTENTIAL PAYMENTS AND RIGHTS ON TERMINATION AND CHANGE IN CONTROL BENEFITS
POTENTIAL PAYMENTS AND RIGHTS ON TERMINATION AND CHANGE IN CONTROL BENEFITS The following plans provide benefits that may become payable to named executive officers, depending on the circumstances surrounding their termination of employment with the Company. When listing the potential payments to the named executive officers under the plans described below, it is assumed that the applicable triggering event (retirement or other termination of employment) occurred on December 31, 2024 and the price per share of the Company common stock is equal to the closing price as of the last NYSE trading day in 2024.
Pay Ratio Disclosure
Pay Ratio Disclosure In accordance with SEC rules, we are disclosing the ratio of the annual total compensation of our CEO to the annual total compensation of the individual we have identified as our median employee for this purpose. We identified our median employee by examining 2024 taxable earnings, as reported on W-2 forms (W-2 taxable earnings), for all individuals who were employed by the Company on December 31, 2024, other than our CEO. We believe that the use of W-2 taxable earnings, which is a broad and widely used measure of annual compensation, is an appropriate measure by which to determine the median employee. We included all employees, whether employed on a full-time, part-time or seasonal basis, and we did not annualize the compensation of any full-time employee who was employed for less than the full 2024 calendar year. After identifying the median employee based on 2024 W-2 taxable earnings, we calculated annual total compensation for the median employee using the same methodology that we use for our named executive officers as set forth in the Total column in the 2024 Summary Compensation Table. As measured using that methodology, our CEO’s annual total compensation for 2024 was $7,367,025 and our median employee’s annual total compensation for 2024 was $163,109. As a result, our 2024 CEO to median employee pay ratio was approximately 45:1.
Pay Ratio Disclosure
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Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
| Year | CEO Summary Compensation Table Total $ | CEO Compensation Actually Paid $(2) | Other NEOs Average Summary Compensation Table Total $ | Other NEOs Average Compensation Actually Paid $(2) | Value of Fixed $100 Initial Investment Based on: | | Company Net Income ($ in millions) | Company-Selected Financial Measure (EPS) | | | | | | | Company TSR $(4) | Peer Group TSR $(4) | | | | 2024(1) | 7,367,025 | 6,758,853 | 2,009,033 | 1,954,181 | 95 | 134 | 313 | $3.01 | | 2023 | 6,965,757 | 6,406,542 | 2,270,592 | 2,277,977 | 90 | 111 | 228 | $2.33 | | 2022 | 6,294,923 | 7,011,717 | 1,550,687 | 1,695,306 | 98 | 122 | 233 | $2.60 | | 2021 | 5,408,355 | 7,834,404 | 1,280,247 | 1,605,540 | 102 | 121 | 244 | $2.72 | | 2020 | 3,510,132 | 1,898,352 | 1,165,917 | 798,448 | 80 | 103 | 155 | $1.72 |
Pay Versus Performance Disclosure
1.Other named executive officers (NEOs) other than the CEO, who was Ms. Pope for 2024 were as follows: Joseph Trpik, Senior Vice President, Chief Financial Officer; Benjamin Felton, Executive Vice President, Chief Operating Officer; Angelica Espinosa, Senior Vice President, Chief Legal and Compliance Officer; and John McFarland, Vice President, Chief Commercial & Customer Officer. 2.Amounts in these columns represent "Compensation Actually Paid" (CAP), as computed in accordance with Item 402(v) of Regulation S-K in the respective year. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to the CEO and the other NEOs during the applicable year. To calculate the CAP for 2024, the following amounts were deducted from and added, as indicated, to the respective Summary Compensation Table (SCT) total compensation amounts:
Pay Versus Performance Disclosure
| Compensation Element | CEO CAP ($) | Average other NEOs CAP ($) | | | SCT total compensation | 7,367,025 | 2,009,033 | | | Minus SCT equity awards | (4,609,255) | (1,003,975) | | | Plus Year-end Fair value (FV) of equity awards granted during the year which remained outstanding and unvested | 4,926,131 | 1,064,788 | | | Plus FV of equity awards granted and vested during the year | — | — | | | Plus/Minus change in FV of equity awards unvested at the beginning of the year which remained outstanding and unvested at year-end | (674,969) | (115,319) | | | Plus / Minus change in FV of equity awards unvested at the beginning of the year that vested during the year | (242,717) | (347) | | | Minus change in actuarial present value of accumulated pension plan benefits reported in the Summary Compensation Table(3) | (52,904) | — | | | Plus service cost for pension plan | 45,541 | — | | | Compensation Actually Paid (CAP) | 6,758,853 | 1,954,181 | 3 |
Pay Versus Performance Disclosure
3.The SCT shows a change in pension value and non-qualified deferred compensation earnings for the CEO of $66,792. This is comprised of the present value of accumulated pension plan benefit of $52,904 and above market interest on the management deferred compensation plan of $13,888. 4.Reflects the cumulative total shareholder return of the UTY Index. Total shareholder return is calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends through the corresponding year end. This peer group is used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for fiscal year 2024 . The peer group for this disclosure is the UTY Index.
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
The financial and non-financial performance measures listed below represent the most important metrics we used to link compensation actually paid for 2024 for our CEO and other named executives (as further described in our Compensation Discussion and Analysis (CD&A)).
Pay Versus Performance Disclosure
| Performance Metrics Selected | Relationship to Pay | | Net Income | Annual cash incentive plan | | Earnings per share | Long-term incentive plan(1) | | Earnings per share growth | Long-term incentive plan | | Return on equity as a percentage of allowed return on equity | Long-term incentive plan | | Decarbonization | Long-term incentive plan | | (1) Under the pay versus performance rules, we are required to select a single-year financial performance measure as our Company -Selected Measure for the most recently completed fiscal year. Therefore, we selected Earnings per Share (EPS) because we use EPS growth, a multi-year period metric, as a financial performance measure in our long-term incentive plan, and EPS growth is derived from EPS. | |
Pay Versus Performance Disclosure
| 82 | Portland General Electric | 2025 Proxy Statement |
Pay Versus Performance Disclosure
| Table of Contents | Pay Versus Performance Disclosure |
Pay Versus Performance Disclosure
| 2025 Proxy Statement | Portland General Electric | 83 |

DEF 14A of Portland General Electric Co /Or/

OUR BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

NOMINEES FOR ELECTION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

Determination of Director Compensation

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

Compensation Discussion and Analysis

SETTING EXECUTIVE COMPENSATION

SETTING EXECUTIVE COMPENSATION

SETTING EXECUTIVE COMPENSATION

SETTING EXECUTIVE COMPENSATION

SETTING EXECUTIVE COMPENSATION

PGE VS. 2024 PEER GROUP

PGE VS. 2024 PEER GROUP

PGE VS. 2024 PEER GROUP

Compensation Elements

Performance-Conditioned Compensation

Performance-Conditioned Compensation

Annual Cash Incentive Awards

OVERVIEW

OVERVIEW

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Rationale for Selection of Performance Metrics

2024 ACI Program Performance Results

Named Executive Officer Annual Incentive Award Payouts

Named Executive Officer Annual Incentive Award Payouts

Named Executive Officer Annual Incentive Award Payouts

Long-Term Incentive Awards

OVERVIEW

OVERVIEW

OVERVIEW

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

CALCULATION OF TOTAL LTI AWARD OPPORTUNITY

2024 PSU Awards

RATIONALE FOR LTI AWARDS DESIGN

RATIONALE FOR LTI AWARDS DESIGN

RATIONALE FOR LTI AWARDS DESIGN

RATIONALE FOR LTI AWARDS DESIGN

2024 PSU AWARD METRICS AND PAYOUT CALCULATION

2024 PSU AWARD METRICS AND PAYOUT CALCULATION

2024 PSU AWARD METRICS AND PAYOUT CALCULATION

2024 RSU Awards

OTHER TERMS OF THE PSU AND RSU AWARDS

OTHER TERMS OF THE PSU AND RSU AWARDS

OTHER TERMS OF THE PSU AND RSU AWARDS

OTHER TERMS OF THE PSU AND RSU AWARDS