Benjamin Felton
PORTLAND GENERAL ELECTRIC CO /OR/About Benjamin Felton
Benjamin F. Felton is Executive Vice President and Chief Operating Officer of Portland General Electric (PGE) since April 2023; age 54 per PGE’s 2024 Form 10-K . He holds a BS in Business Management (University of Phoenix) and an MBA (Spring Arbor University), with three decades in utility operations, including senior roles at DTE Energy, NiSource/NIPSCO, and Consumers Energy . Company performance over 2023–2024 improved meaningfully: revenues rose from $2,923M to $3,440M (+17.7%), EBITDA from $860M to $1,016M (+18.1%)*, net income from $228M to $313M (+37.3%), and EPS increased from $2.33 to $3.01 (+29.2%) . PGE’s pay-versus-performance framework highlights EPS, EPS growth, ROE vs allowed ROE, and decarbonization as the most important long-term compensation metrics .
Values marked with * were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DTE Energy | Senior Vice President, Energy Supply | 2019–2023 | Led generation and supply functions; senior leadership experience in a large regulated utility |
| NiSource/NIPSCO | SVP Electric Operations; VP Power Delivery | 2018–2019 | Oversaw electric operations and delivery reliability in a multi-state utility |
| Consumers Energy | Executive Director, Electric Systems O&M | Prior to 2018 | Directed operations & maintenance of electric systems, driving reliability and safety |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Association of Edison Illuminating Companies (AEIC) | Board of Directors, Second Vice President | Current | Industry leadership, operational best practices influence |
| EPRI National Response Executive Committee | Member | Current | Grid reliability/response coordination across utilities |
| Self Enhancement, Inc. | Board of Directors | Current | Community engagement in Oregon; youth empowerment |
| ReliabilityFirst Corporation | Board service | Prior | Regional reliability oversight for bulk power system |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Annual Base Salary ($) | $650,000 | $676,000 |
| Target Annual Cash Incentive ($) | — | $471,800 (70% of base) |
| Actual Annual Cash Incentive Paid ($) | $324,753 | $452,976 |
| Stock Awards ($, grant-date fair value) | $2,163,726 | $1,213,312 |
| Bonus (sign-on/other) ($) | $100,000 (sign-on) | — |
| All Other Compensation ($) | $57,236 | $120,686 (incl. moving-related tax gross-up $20,751) |
| Deferred Comp – Executive Contributions ($) | — | $280,876 |
| Deferred Comp – Company Contributions ($) | — | $6,673 |
| Deferred Comp – Aggregate Balance ($) | — | $397,459 |
Performance Compensation
Annual Cash Incentive (ACI) – 2024 Design and Results
| Metric Category | Weight | Threshold | Target | Max | Actual | Impact/Payout Basis |
|---|---|---|---|---|---|---|
| Financial – Net Income | 40% | $267.35M | $314.53M | $361.71M | $313.48M | 98.89% performance contribution |
| Operating – Generation Reliability | part of 25% | 80.05% avail.; 6.38% outage | 83.40%; 4.20% | 86.00%; 3.19% | 85.90%; 3.62% | Operating performance 85.94% |
| Operating – Customer Delight | part of 25% | 51.00% | 58.00% | 64.00% | 42.40% | Included in operating perf. |
| Operating – Distribution Reliability | part of 25% | 127.00 | 107.00 | 98.00 | 118.46 | Included in operating perf. |
| Strategic Initiatives (3 goals) | 25% | “1” rating | “2” rating | “4” rating | 2.00–2.03 | 101.00% performance contribution |
| Culture (Engagement, Diversity, Supplier Diversity) | 10% | Various | Various | Various | 70.5%; 37.03%; 26.22%; 18.25% | 97.17% performance contribution |
- 2024 ACI payout for Felton: $452,976, equal to 96.01% of his $471,800 target .
- 2025 ACI weighting change: Net Income increased to 50%; Strategic and Operations at 25% each; culture metrics embedded in strategic goals .
Long-Term Incentive (LTI) – 2024 Awards and Metrics
| Component | Award Multiple | Target Value ($) | Grant Date | Units | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (70% of LTI) | 1.75× base | $828,100 | 2/9/2024 | Target 20,645; Thr. 8,258; Max 41,290 | $858,419 |
| RSUs (30% of LTI) | 1.75× base | $354,900 | 2/9/2024 | 8,848 | $354,893 |
PSU performance metrics (3-year period): ROE vs allowed ROE (33%), EPS growth (33%), Clean Energy MWa (33%), with Relative TSR as payout multiplier (80%–120%) applied to subtotal; payout range 0–200% of target shares . RSUs vest one-third annually on the anniversary of grant (time-based), with pro-rata vesting in retirement/death/disability and Rule-of-75 eligibility provisions .
Prior PSU Cycle (2022–2024)
- Company PSU payout: 109.41% of target (sub-total 136.76% X TSR multiplier 80%); Felton did not participate due to April 2023 start .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (common shares) | 37,282 shares; <1% of outstanding |
| Shares outstanding reference | 109,503,224 shares (Feb 18, 2025) |
| Ownership as % of outstanding | ~0.034% (derived from ) |
| RSUs that would vest within 60 days (death/disability) | 15,496 shares for Felton |
| Outstanding awards (12/31/2024) | RSUs: 3,075 (value $134,128); 14,023 off-cycle (value $611,677); 9,144 2024 RSUs (value $398,848). PSUs (target): 10,759 (2023 cycle; value $469,306); 21,335 (2024 cycle; value $930,630) |
| Stock ownership guidelines (executives) | 3× base salary for EVPs/SVPs (Felton) |
| Compliance status | All officers meet or are on track to meet guidelines |
| Trading restrictions | Prohibitions on hedging, pledging, short sales, options/margin; pre-clearance required; blackout periods apply |
Vesting schedule highlights:
- Inducement RSUs (granted 4/15/2023): $1,450,000 total; $150,000 vested immediately; $650,000 vested 4/15/2024; $650,000 vests 4/15/2025 .
- Annual RSUs (granted 2/9/2024): 8,848 units; 1/3 vests annually on each anniversary date (time-based) .
Employment Terms
| Provision | Felton-Specific Terms |
|---|---|
| Role start date | Appointed EVP & COO April 2023 |
| Employment contracts | No long-term employment contracts (company practice) |
| Severance (no CIC) | 1× base salary; pro-rata target ACI for period served; 12 months COBRA (non-CEO executives) |
| Change-in-control (CIC) – double trigger | 2× (base salary + target ACI); 24 months COBRA (for EVP level including Felton); pro-rata ACI for year of termination |
| Clawback | Mandatory recoupment for restatements; discretionary recoupment/cancellation for egregious misconduct (3-year lookback) |
| Non-compete/Non-solicit | Required under Severance Plan for benefits eligibility |
| Tax gross-ups | No excise tax gross-ups on CIC severance |
Potential payments (illustrative values at 12/31/2024):
| Scenario | Severance Pay Plan ($) | PSUs ($) | RSUs ($) | ACI ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary (no cause) | 1,178,355 | — | — | — | 25,000 | 1,203,355 |
| Termination following CIC | 2,829,910 | 1,444,520 | 1,144,653 | — | 25,000 | 5,444,083 |
| Death/Disability | — | 616,918 | 701,799 | 452,976 | — | 1,771,693 |
Notes: Narrative clarifies double-trigger CIC payout mechanics, pro-rata ACI, and COBRA durations .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | Change |
|---|---|---|---|
| Revenues ($USD Millions) | $2,923 | $3,440 | +17.7% |
| EBITDA ($USD Millions)* | $860* | $1,016* | +18.1%* |
| Net Income ($USD Millions) | $228 | $313 | +37.3% |
| EPS ($) | $2.33 | $3.01 | +29.2% |
Values marked with * were retrieved from S&P Global.
Compensation metrics alignment:
- LTI emphasizes EPS growth, ROE vs allowed ROE, decarbonization, and Relative TSR; EPS is the company-selected performance measure in pay-versus-performance .
- ACI plan aligns to Net Income, operational reliability/customer metrics, strategic initiatives, and culture, with 2024 payout at 96% of target for Felton .
Compensation Structure Analysis
- Pay mix shifted toward performance-conditioned compensation: PSUs (70%) and RSUs (30%) for 2024 LTI; aligns pay with shareholder value and retention .
- No stock options; equity awards comprise PSUs and RSUs; RSUs provide retention through time-based vesting .
- Governance protections: double-trigger CIC vesting, robust clawback, and prohibitions on hedging/pledging; no excise tax gross-ups .
Risk Indicators & Red Flags
- Moving expense tax gross-up provided ($20,751) as part of relocation support in 2024; otherwise limited perquisites and policy against excise tax gross-ups .
- Late Form 4 filings in 2024 across several officers, including Felton, for restricted stock awards; administratively noted as inadvertent .
- Hedging and pledging prohibited for insiders; mitigates misalignment/leveraged risk .
- Related party transaction policy in place; no disclosed related-party transactions involving Felton .
Compensation Peer Group & Say-on-Pay
- Peer benchmarking: PGE positioned around median; revenue at 47th percentile, market cap at 53rd percentile versus 2024 peer group .
- Advisory vote on executive compensation: Board recommended “FOR” in 2025; program described as competitive and pay-for-performance . (Historical approval percentages not disclosed.)
Investment Implications
- Alignment signals: High share of at-risk LTI (PSUs 70%) tied to EPS growth, ROE, and decarbonization supports value-creation focus; ACI grounded in Net Income and reliability/customer metrics .
- Retention risk appears contained: Significant unvested equity (e.g., RSUs ~$1.145M; PSUs ~$1.401M at 12/31/2024 market values) and clear vest schedules (annual RSUs; inducement RSUs vesting 4/15/2025) incentivize continuity through 2025–2027 .
- Event risk: Double-trigger CIC economics (2× salary+target bonus; accelerated vesting and 24 months COBRA) balance retention versus potential change-of-control outcomes; no excise tax gross-ups lowers shareholder-unfriendly optics .
- Trading watchpoints: Time-based RSU vesting on the 2/9 anniversary and inducement vest on 4/15/2025 could create supply from routine tax withholding or discretionary sales; insider hedging/pledging prohibitions mitigate leverage-driven sell pressure .