Angelica Espinosa
Senior Vice President, Chief Legal and Compliance Officer at 
PORTLAND GENERAL ELECTRIC CO /OR/
PORTLAND GENERAL ELECTRIC CO /OR/Executive
About Angelica Espinosa
Senior Vice President, Chief Legal and Compliance Officer at Portland General Electric (PGE). Leads legal and regulatory affairs, corporate governance, compliance, communications, public policy, sustainability, and long-term resource planning; joined PGE in 2021 after senior roles at Southern California Gas, Sempra Energy, and General Electric . Education: Law, Universidad de Los Andes (Bogotá, Colombia); JD magna cum laude and LLM, Southern Methodist University Dedman School of Law; admitted to Texas, New York, and Oregon Bars . 2024 company performance included net income of $313 million (99.7% of target) with EPS selected as company pay-versus-performance measure; her annual incentive paid 96% of target, reflecting balanced results across financial, operating, strategic, and culture metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern California Gas Company | Chief Risk Officer; Vice President of Safety & Compliance | 2019–2021 | Enterprise risk, safety and compliance leadership in regulated utility context |
| Sempra Energy | Senior leadership roles | — | Led international legal teams; corporate secretary; risk management; utility power operations and origination |
| General Electric | Leadership positions | — | Structured and originated transactions in utility sector; global complex business environments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PGE Foundation | Board Chair | 2024–present | Philanthropy governance; community impact |
| Portland Metro Chamber (formerly Portland Business Alliance) | Board member (former) | — | Regional business advocacy and stakeholder engagement |
| Big Brothers Big Sisters | Board member (former) | — | Community and youth development |
| Corporate Director Forum | Board member (former) | — | Governance network and best practices |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary (set) | $500,000 | Set by Compensation Committee; increased to $500,000 effective June 7, 2023 |
| Salary paid (SCT) | $541,082 | Includes paid time off and deferrals per SCT methodology |
| Target bonus % | 70% of base | Annual Cash Incentive (ACI) target multiple |
| Target bonus $ | $350,000 | 70% of $500,000 base |
| Actual bonus paid | $336,036 | 96.01% of target based on 2024 performance |
| Compensation peer positioning | 50th percentile reference | Committee manages target direct comp around market median |
Performance Compensation
Annual Cash Incentive (ACI) Structure and Results
| Category | Weight | Performance % | Key Sub-metrics (Targets → Actuals) |
|---|---|---|---|
| Financial (Net Income) | 40% | 98.89% | $314.53M → $313.48M (threshold $267.35M; max $361.71M) |
| Operating | 25% | 85.94% | Generation availability 83.40% → 85.90%; Forced outage 4.20% → 3.62%; SAIDI 107 → 118.46; Customer Delight 58% → 42.4% |
| Strategic Initiatives | 25% | 101.00% | Elevate customer engagement, grid readiness, operational excellence scored ~2.02–2.03 (0–4 scale) |
| Culture | 10% | 97.17% | Employee engagement 75 → 70.5; Leadership diversity women 35% → 37.03%; BIPOC 25% → 26.22%; Supplier diversity 18% → 18.25% |
- ACI payout: 96.01% of target for Espinosa ($336,036) .
- 2025 ACI design change: Net Income weighting increased to 50%, Strategic 25% (customer trust, infrastructure readiness, wildfire mitigation, workforce development, operational excellence), Operations 25% (customer delight, distribution/generation reliability) .
Long-Term Incentive (LTI) – 2024 Grants and Design
| Element | Metric | Weight | Threshold | Target | Max |
|---|---|---|---|---|---|
| PSUs (performance-based) | ROE vs Allowed ROE | 33% | 75% | 90% | 100% |
| EPS Growth (3-yr avg) | 33% | 5.0% | 6.0% | 7.0% | |
| Clean Energy additions (MWa) | 33% | 280 | 465 | 585 | |
| TSR modifier | Relative TSR vs peer group | — | ≤25th pct (80% multiplier) | 50th pct (100%) | ≥75th pct (120%) |
| 2024 Grant Detail (Espinosa) | Units/Value |
|---|---|
| PSU target units | 13,089 |
| PSU grant-date fair value | $544,241 |
| RSU units | 5,609 |
| RSU grant-date fair value | $224,977 |
- 2024 PSU performance period ends Dec 31, 2026; vesting subject to metric outcomes and TSR modifier .
- 2022–2024 PSU payout (realized in 2024): 109.41% of target; Espinosa vested 7,140 shares worth $311,447 at $43.62/share including DERs .
- 2025 LTI update: TSR becomes equal metric (not a modifier); ROE metric eliminated to focus on EPS growth, shareholder returns, decarbonization .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 21,014 | As of Feb 18, 2025; includes 3,062 RSUs vesting within 60 days upon death/disability; <1% of class |
| Shares outstanding | 109,503,224 | For percent-of-class context |
| RSUs unvested (12/31/24) | 5,796 units; $252,841 MV | RSUs vest 1/3 on each Feb 14, 2025/2026/2027 |
| PSUs unearned (12/31/24) | 13,526 units; $590,023 MV | 2023 and 2024 PSU cycles at target representation; value at $43.62 |
| Off-cycle RSU (promotion) | $200,000 grant | Granted Feb 11, 2022; vested fully Feb 14, 2024 |
- Stock ownership guidelines: 3× base salary for Executive/Senior Vice Presidents; officers either meet or are on track to meet guidelines; holding requirements include retaining 50% of net after-tax performance equity until guideline met .
- Hedging/pledging: Prohibited for directors, officers, and employees; pre-clearance required; blackout periods enforced; also prohibits short sales and derivatives .
Employment Terms
| Provision | Term |
|---|---|
| Employment agreement | None; company policy states no long-term employment contracts |
| Severance (no CIC) | 1.0× base salary; pro-rata target ACI; 12 months COBRA (CEO 1.5× salary; 18 months COBRA) |
| Change-in-control severance | 2.0× (base + target ACI) cash severance; pro-rata target ACI; 24 months COBRA; double-trigger required; no excise tax gross-ups |
| Equity acceleration (CIC term.) | PSUs vest at target upon qualifying termination within 2 years of CIC; RSU/PSU treatment per plan; Committee may adjust awards at CIC |
| Death/Disability/Retirement | Pro-rata vesting for PSUs/RSUs; ACI pro-rata payout timing same as participants; “Rule of 75” vests all RSUs and allows PSUs to vest based on results |
| Non-compete/non-solicit | Required as part of severance eligibility and release; terms incorporated into Severance Plan |
| Clawback | Mandatory recovery for restatements; discretionary recoupment for egregious misconduct up to 3 years; applies to cash and equity incentives |
Compensation Structure Analysis
- Strong pay-for-performance alignment: ACI tied 40% to Net Income, 25% to Operations, 25% to Strategic execution, 10% to Culture; LTI 70% PSUs/30% RSUs with three independent long-term metrics and TSR modifier .
- Mix of cash vs equity: 2024 stock awards grant-date fair value $769,218 for Espinosa, with cash ACI $336,036; balanced at-risk design with multi-year horizons .
- Ownership alignment: 3× salary guideline; robust anti-hedging/anti-pledging and preclearance policy; broad clawback coverage .
- Peer group and market positioning: Utility-centric peer group; target the 50th percentile; 2024 say-on-pay approval was 98%, signaling shareholder support for program design .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; reduces misalignment risk .
- Clawback scope: Includes restatements and misconduct; mitigates excessive risk-taking .
- Section 16 reporting: Company disclosed one late Form 4 for Espinosa (restricted stock award reporting) among several officers; administrative timing issue disclosed .
- Governance: Double-trigger CIC protections; no excise tax gross-ups; no single-trigger vesting or long-term employment contracts .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 98% support at 2024 annual meeting; committee engages proactively with top holders and integrates feedback into program changes (e.g., 2025 ACI weighting, 2025 LTI metric update) .
Expertise & Qualifications
- Legal/regulatory and governance leadership in utilities; cross-border and complex transaction experience; admitted in multiple jurisdictions; leads ESG and long-term planning functions .
- Demonstrated execution: Authored legal opinion supporting DRIP shelf registration; validates role as chief legal officer overseeing securities matters .
Work History & Career Trajectory
- Progression: Deputy General Counsel & Corporate Secretary (2021) → General Counsel (recognized via RSU grant in 2022) → SVP, Chief Legal & Compliance Officer (current) .
- Prior: Risk and compliance leadership at SoCalGas; senior roles at Sempra and GE in utility operations and structuring/origination .
Performance Compensation – Detailed Table (Espinosa ACI)
| Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Net Income ($M) | 40% | 314.53 | 313.48 | 98.89% |
| Operating Aggregate | 25% | — | — | 85.94% (sub-metrics mix) |
| Strategic Initiatives | 25% | Rating “2” | 2.02–2.03 | 101.00% |
| Culture Aggregate | 10% | Mixed | Mixed | 97.17% |
| Total ACI Payout | — | — | — | 96.01% (Espinosa) |
Equity Ownership & Outstanding Awards (12/31/2024)
| Category | Units | Market Value ($) |
|---|---|---|
| RSUs unvested | 5,796 | 252,841 |
| PSUs unearned (at target) | 13,526 | 590,023 |
| Vested 2022–2024 PSUs (realized) | 7,140 | 311,447 (at $43.62) |
Employment Terms – CIC Economics (Illustrative)
| Element | Multiple / Months |
|---|---|
| Cash severance (CIC) | 2.0× (base + target ACI) |
| COBRA continuation | 24 months |
| Equity vesting | PSUs vest at target upon qualifying term within 2 years of CIC (double-trigger) |
Investment Implications
- Alignment: High proportion of at-risk pay tied to measurable financial (EPS, Net Income), operational reliability, and decarbonization metrics plus relative TSR; strong clawback and ownership policies reduce governance risk .
- Selling pressure: RSU tranches vest annually each February (2025–2027), potentially increasing liquidity windows; however pre-clearance, blackout periods, and hedging/pledging prohibitions mitigate opportunistic trading risk .
- Retention risk: Double-trigger CIC severance at 2.0× and robust equity acceleration and Rule-of-75 provisions provide retention and transition stability; no long-term employment contracts but market-median comp positioning supports retention .
- Pay-for-performance durability: 2025 metric refinements (higher NI weighting; TSR moved to core metric) indicate continued tightening of alignment between payouts and shareholder outcomes, supportive of long-term EPS and decarbonization execution .