John O'Leary
PORTLAND GENERAL ELECTRIC CO /OR/About John O'Leary
John O’Leary, age 64, is an independent director of Portland General Electric (PGE) since 2024 and serves on the Audit and Risk Committee and the Finance and Operations Committee. He is designated an “audit committee financial expert” under SEC rules. O’Leary is President & CEO of Daimler Truck North America LLC; his background spans three decades in transportation and mobility with prior roles including eight years as SVP & CFO at Daimler and Chief Transformation Officer at Mercedes‑Benz Trucks (Stuttgart). He holds a BA in Business Administration – Accounting from Seattle University and completed the Executive Development Program at Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daimler Truck North America LLC | President & CEO | Current (30+ years in sector; 20+ years at Daimler) | Leads electrification and zero‑emission technology initiatives in North America . |
| Daimler (various) | SVP & CFO | 8 years | Senior finance leadership; accounting and finance expertise . |
| Mercedes‑Benz Trucks (Stuttgart) | Chief Transformation Officer | Prior role | Transformation leadership in global truck operations . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Daimler Truck Holding AG | Board Member | Current |
| Greenlane (JV of Daimler, BlackRock, NextEra) | Chairman of the Board | Current |
| Torc Robotics | Board Member | Current |
| Daimler Truck North America LLC | Board Member | Current |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards; O’Leary is listed as an independent director .
- Committee assignments: Audit and Risk; Finance and Operations .
- Committee expertise: The Audit and Risk Committee deems all members financially literate; O’Leary is designated an “audit committee financial expert” .
- Meeting cadence and attendance: 8 Board meetings and 5 Audit & Risk and 4 Finance & Operations meetings were held in 2024; director nominees collectively attended 100% of Board and committee meetings, and each director attended at least 75%. All directors attended the 2024 Annual Meeting. There were seven executive sessions of non‑management directors in 2024 .
- Stock ownership guidelines for directors: Minimum holding equal to 5x the annual base cash retainer; all directors either meet or are on track .
- Outside boards policy: Limit of four additional public company boards; if a director is also a named executive officer of a public company, limit is one additional public company board (pre‑clearance required) .
Fixed Compensation
| Component (Directors) | Amount/Policy | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Paid quarterly in arrears . |
| Committee service retainer | $20,000 per committee | Per active standing committee . |
| Chair retainers | Audit & Risk: $20,000; Finance & Ops: $20,000; Other committees: $15,000; Board Chair: $125,000 | 2024 Finance & Ops Chair increased to $20,000 with expanded mandate . |
| Meeting fees | None | Reimbursement of reasonable expenses . |
2024 Cash actually paid to John O’Leary:
- Fees earned/paid in cash: $110,000 (Board retainer + two committee retainers) .
Performance Compensation
| Equity Component (Directors) | Amount/Policy | Vesting/Terms |
|---|---|---|
| Annual RSU grant (non‑employee directors) | $145,000 grant‑date value | Fully vested at grant; pro‑rata for new directors . |
| O’Leary 2024 stock awards (aggregate) | $217,462 | Includes a one‑time stock award when his term began on Jan 1, 2024 . |
- Performance metrics: Not applicable to director equity; annual RSUs are time‑based and fully vested at grant (no performance conditions) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Comments |
|---|---|---|---|
| Daimler Truck Holding AG | Public (Germany) | Board Member | External public company board service disclosed . |
| Greenlane (Daimler/BlackRock/NextEra JV) | Private JV | Chairman of the Board | Zero‑emission infrastructure JV; no related‑party transactions disclosed by PGE . |
| Torc Robotics | Private | Board Member | External private board . |
| Daimler Truck North America LLC | Private subsidiary | Board Member; CEO | Executive role; independence affirmed; no related‑party transactions disclosed by PGE . |
- Compensation Committee interlocks: None disclosed for PGE in 2024 .
Expertise & Qualifications
- Audit/finance: Recognized “audit committee financial expert”; extensive accounting and finance leadership (former SVP & CFO) .
- Industrial operations and transformation: Senior executive leadership across global truck operations; transformation expertise .
- Clean transportation: Leads electrification and zero‑emission initiatives in North America, aligning with PGE’s decarbonization strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John O’Leary | 4,935 | <1% | Includes common stock units and accrued dividend equivalents as of March 1, 2025 . |
Policy safeguards:
- Hedging/pledging prohibited for directors and officers; no margin purchases or pledging of Company securities permitted .
- Director stock ownership guideline: 5x annual cash retainer; all directors meet or are on track .
Section 16 compliance and insider trades (proxy‑disclosed):
- Late filings in 2024 were listed for certain officers; John O’Leary was not among those with late Form 4s in 2024 as disclosed in the proxy .
Governance Assessment
Strengths
- Independent director with dual financial and industrial credentials; designated audit committee financial expert, enhancing Audit & Risk oversight .
- Active committee roles on Audit & Risk and Finance & Operations, which oversee key risks (financial reporting, ERM, liquidity, capital markets, operations) .
- Robust director ownership alignment framework and trading restrictions (5x retainer guideline; hedging/pledging prohibited) .
- No related‑party transactions disclosed and independence reaffirmed under NYSE and company standards .
Watch items
- External workload: Serves as CEO of Daimler Truck North America and sits on one additional public company board (Daimler Truck Holding AG). PGE policy limits additional public boards for directors who are also named executive officers of public companies to one; pre‑clearance required, indicating ongoing monitoring for time/over‑boarding risk .
- Industry intersection: Greenlane zero‑emission infrastructure and Daimler Truck activities operate in energy‑adjacent ecosystems; while no PGE related‑party transactions are disclosed, continued scrutiny under the related‑person policy is appropriate .
Shareholder context
- Strong say‑on‑pay support (98% in 2024), indicating a supportive governance environment toward compensation practices overseen by the Board .