John McFarland
PORTLAND GENERAL ELECTRIC CO /OR/About John McFarland
John McFarland is Vice President, Chief Commercial and Customer Officer at Portland General Electric (PGE), leading commercial and customer organizations including origination, structuring, power operations, customer service, energy products, and key accounts. He rejoined PGE in 2024 after serving as CEO of FirstElement Fuel (2022–2024), and previously served as PGE’s Chief Customer Officer (2019–2022); earlier roles include leadership positions at General Motors and Procter & Gamble. Education: MS, Quantitative Management & Analysis (Duke Fuqua); MBA (Northwestern Kellogg); BS, Business Administration (Miami University) . PGE’s recent operating context: 2024 net income of $313 million (99.7% of target) and EPS of $3.01, with energy usage up 3.1% and customer count up 1.6%; dividend per share grew from $1.59 to $1.98 between 2020–2024 (5.6% CAGR). Company TSR since 2019 translated to $95 vs $134 for peer UTY index as of 2024, emphasizing execution and shareholder return focus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Portland General Electric | Chief Commercial & Customer Officer | 2024–Present | Leads commercial and customer groups (origination/structuring, power ops, customer service, energy products, key accounts) aligning engagement and grid readiness with strategic priorities . |
| FirstElement Fuel, Inc. | Chief Executive Officer | 2022–2024 | Scaled hydrogen fueling operations; external CEO experience adds zero-emission mobility expertise . |
| Portland General Electric | Chief Customer Officer | 2019–2022 | Directed customer experience, programs, and engagement during prior tenure . |
| General Motors | Leadership roles | Not disclosed | Automotive/mobility leadership background . |
| Procter & Gamble | Leadership roles | Not disclosed | Consumer products operating and innovation experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FirstElement Fuel, Inc. | Chief Executive Officer | 2022–2024 | Zero-emission fueling leadership; external market and infrastructure perspective . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $495,000 | Annualized base for 2024; joined July 1, 2024 . |
| Target Bonus % | 60% of base | Program target set by Compensation Committee . |
| Target Bonus $ | $142,789 | Based on 2024 base paid (prorated from hire date) . |
| Actual ACI Payout | $137,092 (96.01% of target) | Payout reflects Financial 98.89%, Operating 85.94%, Strategic 101.00%, Culture 97.17% . |
| Sign-on Bonus | $100,000 | Paid in 2024 for moving/other expenses . |
Performance Compensation
Annual Cash Incentive (ACI) – 2024 Metric Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Performance % |
|---|---|---|---|---|---|---|
| Net Income ($mm) | 40% | $267.35 | $314.53 | $361.71 | $313.48 | 98.89% . |
| Generation Reliability – Availability | 8.3% | 80.05% | 83.40% | 86.00% | 85.90% | — contributes to Operating 85.94% . |
| Generation Reliability – Q3 Forced Outage | 8.3% | 6.38% | 4.20% | 3.19% | 3.62% | — contributes to Operating 85.94% . |
| Customer Delight | 5.0% | 51.00% | 58.00% | 64.00% | 42.40% | — contributes to Operating 85.94% . |
| Distribution Reliability (SAIDI, minutes) | 5.0% | 127.00 | 107.00 | 98.00 | 118.46 | — contributes to Operating 85.94% . |
| Strategic Initiatives (avg. score 0–4) | 25% | 1.0 | 2.0 | 4.0 | 2.02–2.03 | 101.00% . |
| Culture – Employee Engagement | 2.5% | 70 | 75 | 80 | 70.50 | — contributes to Culture 97.17% . |
| Culture – Leadership Diversity (Women) | 2.5% | 33% | 35% | 37% | 37.03% | — contributes to Culture 97.17% . |
| Culture – Leadership Diversity (BIPOC) | 2.5% | 23% | 25% | 28% | 26.22% | — contributes to Culture 97.17% . |
| Culture – Supplier Diversity | 2.5% | 12% | 18% | 21% | 18.25% | — contributes to Culture 97.17% . |
| Total Payout Factor | — | — | — | — | — | 96.01% of target . |
Looking ahead: For 2025, Net Income weighting increased to 50%; Strategic goals (customer trust, infrastructure readiness, wildfire mitigation, workforce development, operational excellence) at 25%; Operations (customer delight, distribution & generation reliability) at 25% .
Long-Term Incentives (LTI) – 2024 Awards
| Element | Design | McFarland Target (grant-date $) | Units/Structure |
|---|---|---|---|
| PSUs (70% weight) | 3-year performance; metrics equally weighted: ROE vs Allowed ROE, EPS Growth, Clean Energy; Relative TSR modifier (80–120%) | $225,225 | Target 5,235 PSUs; Threshold 2,094; Max 10,470; 3-year payout, TSR peer group applies . |
| RSUs (30% weight) | Time-vested over 3 years, annual ratable vesting | $96,525 | 2,243 RSUs; Rule of 75 retirement vesting provisions apply . |
| Total Target LTI | Award multiple 1.30x base | $321,750 | Based on grant-date closing price; prorated from July 1, 2024 hire . |
| Off-cycle Inducement RSU | Time-vested tranches | $750,000 | $250,000 vests 2/14/2025; $250,000 vests 2/13/2026; $250,000 vests 2/12/2027 . |
2025 LTI design changes: Relative TSR becomes an equal metric (not a modifier); ROE metric removed; focus shifts to EPS growth, shareholder returns, decarbonization .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 23,009 shares as of Feb 18, 2025; includes 3,434 shares that would vest within 60 days upon death/disability (footnote treatment) . |
| Ownership as % of SO | ~0.021% (23,009 / 109,503,224) (numerator, denominator cited) . |
| Unvested RSUs (year-end 2024) | 2,266 RSUs ($98,853 market value at $43.62) . |
| Unearned PSUs (year-end 2024) | 5,289 PSUs (target track, $230,717 market value at $43.62) . |
| Inducement RSUs Outstanding | 17,614 RSUs ($768,306 market value at $43.62); tranches scheduled 2025–2027 . |
| Upcoming Vesting (Inducement RSUs) | 5,811 units on 2/14/2025; 5,811 units on 2/13/2026; 5,811 units on 2/12/2027 ($250,000 grant value each tranche) . |
| Ownership Guidelines | Vice Presidents: 2x base salary; officers meet or are on track to meet requirements . |
| Hedging/Pledging | Prohibited for directors, officers, employees; pre-clearance required; blackout periods enforced . |
Stock units vested in 2024: McFarland had no PSU/RSU vesting activity (joined 7/1/2024) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start | July 1, 2024 . |
| Severance (no CIC) | 1.0x base salary; prorated ACI at target; 12 months COBRA (subject to release, non-compete/non-solicit) . |
| Change-in-Control (CIC) | Double-trigger; for McFarland: 1.5x (base + target ACI) lump sum; prorated ACI; 18 months COBRA . |
| Equity Treatment (CIC) | PSUs vest at target upon eligible termination within 2 years post-CIC; RSU/PSU acceleration per plan discretion; dividend equivalents per award terms . |
| Retirement/Death/Disability | Pro-rata vesting of PSUs/RSUs; ACI prorated and paid with general awards; Rule of 75 (age ≥55 + ≥5 years’ service; age+service ≥75) enables vesting benefits . |
| Clawback | Restatement-based mandatory recovery; egregious misconduct recovery up to 3 years; cancellation of unpaid/unvested comp at Board’s discretion . |
| Ownership/Holding | CEO retains 100% pre-2011 shares; all executives retain 50% of net after-tax performance-based awards until guideline met; annual compliance review . |
Investment Implications
- Alignment: Pay mix is heavily performance-conditioned (PSUs 70%; RSUs 30%), with core financial (EPS growth), operational (reliability), and decarbonization metrics; 2025 LTI elevates relative TSR to a full metric, tightening shareholder alignment .
- Retention and selling pressure: Inducement RSU tranches of $250,000 vest in Feb 2025/2026/2027; policy prohibits hedging/pledging and enforces blackout/pre-clearance, moderating sell pressure beyond tax-withholding-related sales typical at vesting .
- Severance/CIC economics: Double-trigger CIC with 1.5x base+target bonus and 18 months COBRA is moderate; no excise tax gross-ups; non-compete/non-solicit conditions apply—mitigating opportunistic exits but ensuring retention through uncertainty .
- Ownership and