James Torgerson
PORTLAND GENERAL ELECTRIC CO /OR/About James Torgerson
Independent Chair of the Board at Portland General Electric (PGE) since 2021; age 72. He serves on the Audit and Risk Committee (SEC-designated “audit committee financial expert”) and the Nominating, Governance and Sustainability Committee. Education: BBA, Accounting, Cleveland State University. Prior roles include CEO of AVANGRID (2015–2020), CEO of UIL Holdings (2006–2015), and CEO of the Midwest Independent Transmission System Operator (2000–2006), with prior CFO roles at Puget Sound Energy and Washington Energy Company. The Board affirms his independence; all directors except the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVANGRID, Inc. | Chief Executive Officer | 2015–2020 | Led ~$30B assets utility; clean energy development, regulation, risk, strategy experience |
| UIL Holdings Corporation | President & CEO | 2006–2015 | Oversaw expansion to diversified energy delivery; wind generation scale-up |
| Midwest Independent Transmission System Operator (MISO) | President, CEO & Director | 2000–2006 | Transmission system operations leadership |
| Puget Sound Energy; Washington Energy Company | Chief Financial Officer (prior) | N/A | Finance and accounting leadership in utilities |
| Diamond Shamrock Corporation | VP, Development (earlier) | N/A | Finance and strategic planning |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Yale–New Haven Hospital and Health System | Board of Trustees | Current | Non-profit governance role |
| Noteworthy AI Inc. | Advisory Board Member | Current | Technology advisory |
| Edison Electric Institute (EEI) | Executive Committee; Co-Chair, Reliability, Security & Business Continuity Committee | Former | Industry leadership |
| American Gas Association | Chair | Former | Industry leadership |
| Archaea Energy, Inc. | Board Member | Former | Public company director (prior) |
| Other Public Company Boards (current) | — | 0 | “Other Public Boards” = 0 for Torgerson |
Board Governance
- Independent Board Chair; roles of Chair and CEO are separated, promoting independent oversight. Torgerson (independent) presides over executive sessions of non-management directors.
- Committees: Audit & Risk (financial expert) and Nominating, Governance & Sustainability; all committees fully independent.
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; director nominees collectively attended 100% of all Board and Board committee meetings (eight Board meetings held).
- Board refreshment and tenure policy: No nomination after age 75; typical max 12 years absent Board determination otherwise; five new directors since 2021.
- Shareholder/stakeholder engagement: Board Chair is point of contact; >225 investor engagements in 2024; outreach to top 20 holders (>36% SO).
Fixed Compensation (Non-Employee Director Pay Framework; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer – Board Service | $70,000 | Paid quarterly; no meeting fees |
| Annual Cash Retainer – Board Chair | $125,000 | Board Chair additional retainer |
| Committee Service (per committee) | $20,000 | Applies to each standing committee membership |
| Committee Chair – Audit & Risk | $20,000 | Chair fee |
| Committee Chair – Finance & Operations | $20,000 | Chair fee increased in 2024 with expanded mandate |
| Committee Chair – Other active standing committees | $15,000 | Chair fee |
| Annual RSU Grant (grant-date value) | $145,000 | Fully vested at grant; pro-rata for partial-year service |
| Director (2024) | Fees Earned in Cash | Stock Awards (RSUs) | Total |
|---|---|---|---|
| James Torgerson | $235,000 | $144,983 | $379,983 |
| (70k Board + 125k Chair + 2 committees × 20k) | Grant-date fair value (FASB ASC 718) | ||
Notes:
- Director comp reviewed by independent consultant FW Cook; 2024 cash adjusted to align with market; equity level unchanged at $145k.
Performance Compensation
- PGE does not grant performance-conditioned equity to directors; annual RSU awards for directors are fully vested at grant. No options disclosed.
Other Directorships & Interlocks
| Item | Status / Detail |
|---|---|
| Current public company directorships | 0 (for Torgerson) |
| Compensation Committee interlocks (2024) | None among members; no employee/former employee on the committee |
| Board service limits | Max 4 additional public boards (1 if also a public-company NEO); pre-clear required; conflict and interlock checks applied |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; deep CFO background and utility finance/regulatory experience.
- Strategic and operational: Senior executive leadership; risk management; regulatory/public policy; industrial/utility operations; finance and accounting; corporate governance (per Board skills matrix).
- Education: BBA, Accounting (Cleveland State University).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| James Torgerson | 16,573 | <1% | As of Feb 18, 2025; includes stock units where applicable per footnotes |
- Director stock ownership guideline: 5× annual base cash retainer (i.e., 5×$70,000); all directors either meet or are on track. Hedging, short sales, options trading, margin purchases, and pledging are prohibited for directors.
Recent Insider Transactions (Form 4)
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| 2025-07-18 | Open-market purchase (A) | 3,873 | — | |
| 2024-07-19 | Open-market purchase (A) | 3,128 | $46.35 | |
| 2023-07-21 | Equity award/acquisition (A) | 2,949 | $0.00 |
Say-on-Pay & Shareholder Feedback (Context)
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2023 | 77,706,478 | 1,140,086 | 394,596 | 4,264,487 |
| 2024 | 89,402,710 | 1,200,430 | 476,373 | 4,488,550 |
| 2025 | 94,306,974 | 1,797,961 | 355,427 | 5,062,244 |
PGE’s outreach included >225 investor engagements in 2024 and targeted governance outreach to top 20 shareholders representing >36% of shares outstanding.
Related Party, Conflicts & Policies (Director-Focused)
- Independence: Board determined all directors other than the CEO are independent under NYSE and PGE standards; Torgerson is independent.
- Related party transactions: Board-level policy requires review/approval for related person transactions over $120,000; Code of Ethics requires reporting and Audit & Risk oversight. No family relationships among directors/executives.
- Insider trading/pledging: Directors prohibited from hedging, pledging, margin purchases, derivatives, and short sales in PGE stock.
- Section 16 compliance: 2024 late Forms 4 were disclosed for certain officers; Torgerson not listed among late filers.
Governance Assessment
- Strengths: Independent Chair with utility CEO/CFO pedigree; designated audit committee financial expert; active risk/governance committee roles; strong attendance; robust director ownership guidelines and anti-hedging/pledging policy; 2024–2025 say-on-pay support high; insider open-market buying in 2024–2025 signaling alignment.
- Considerations: At age 72, subject to Board policy not to nominate after 75; implies limited remaining tenure window, helpful for planned succession.
- RED FLAGS: None evident from proxy regarding attendance shortfalls, related-party transactions, hedging/pledging, or interlocks; compensation consistent with disclosed policy; no meeting fees.
Committee Assignments and Roles
| Committee | Role | Notes |
|---|---|---|
| Audit and Risk | Member; Audit Committee Financial Expert | Oversees ERM, financial reporting, cybersecurity, compliance |
| Nominating, Governance & Sustainability | Member | Board composition, governance policies, ESG oversight, related-party review |
| Board Leadership | Independent Chair | Liaison to management; agenda input; presides over executive sessions |
Director Elections (Recent)
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2023 (Torgerson) | 77,816,581 | 1,330,287 | 94,292 | 4,264,487 |
| 2024 (Torgerson) | 89,953,872 | 1,040,521 | 85,120 | 4,488,550 |
| 2025 (Torgerson) | 96,133,947 | 241,986 | 84,429 | 5,062,244 |
Director Compensation Structure Analysis
- Mix and alignment: 2024 cash retainer reflects Board Chair role and two committee memberships (total $235k), plus $145k RSUs fully vested at grant; aligns exactly with disclosed pay policy—no meeting fees or option awards.
- Market alignment: 2024 adjustments raised certain cash retainers (e.g., Finance & Ops chair) to market; equity value unchanged—balanced approach to maintain alignment without excessive guarantees.
Attendance, Independence, and Engagement
- Attendance: 2024 director nominees collectively 100% attendance; each director ≥75%; eight Board meetings; seven executive sessions of non-management directors (Chair presiding).
- Independence: All directors independent except CEO; fully independent committees.
- Engagement: Board Chair engages with investors; structured governance outreach to top holders.
Risk Oversight and Clawbacks (Context)
- Board and committees oversee ERM, operational risks (incl. wildfire, cyber), and ESG.
- Clawback policy for incentive compensation permits recovery upon restatement or egregious misconduct (primarily executive-focused).