Kathryn Jackson
PORTLAND GENERAL ELECTRIC CO /OR/About Kathryn Jackson
Kathryn Jackson, PhD, is an independent director of Portland General Electric (PGE) since 2014. She is 67 years old and holds a BS in Physics (Grove City College), an MS in Industrial Engineering Management (University of Pittsburgh), and MS and PhD in Engineering and Public Policy (Carnegie Mellon University) . Her core credentials include senior technology leadership (CTO roles), deep energy sector operating experience (TVA), risk management, and oversight of large capital projects; she also previously chaired the board of ISO New England and is a member of the National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeySource, Inc. | Director of Energy and Technology Consulting | 2016–2021 | Strategic consulting in growth, technology development, energy services |
| RTI International Metals, Inc. | Chief Technology Officer & SVP | 2014–2015 | Technology leadership in titanium mill products |
| Westinghouse Electric Company, LLC | CTO & SVP Research & Technology | 2009–2014 | Technology, R&D leadership; prior VP Strategy, Research & Technology (2008–2009) |
| Tennessee Valley Authority (TVA) | Executive VP, River System Operations & Environment; Corporate Environmental Officer | 17 years | Operations, environmental oversight, risk management |
| ISO New England | Board Chair (former) | Not disclosed | Grid operations governance; strategic oversight |
External Roles
| Organization | Role | Public Company | Committees/Notes |
|---|---|---|---|
| Cameco Corporation | Board Member | Yes | Not disclosed in POR proxy |
| EQT Corporation | Board Member | Yes | Not disclosed in POR proxy |
| Carnegie Mellon University | Advisory Board | No | Not disclosed |
| University of Pittsburgh Swanson School | Advisory Board | No | Not disclosed |
| Energy Impact Partners | Senior Advisor | No | Not disclosed |
| Duquesne Light Holdings/Company | Former Board Member | Private/Utility | Former role |
Board Governance
- Independence: Listed as “Independent” in the slate; all non-management directors were independent under NYSE and company standards throughout 2024 .
- Committee assignments (current): Audit and Risk; Nominating, Governance and Sustainability .
- Committee rotation: If re-elected in 2025, Dr. Jackson will leave Audit & Risk and join the Finance & Operations Committee .
- Committee activity levels: Audit & Risk held 5 meetings in 2024; she was a member alongside Millegan (Chair), O’Leary, Torgerson .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; director nominees collectively attended 100%. There were 8 Board meetings and 7 executive sessions of non-management directors .
- Leadership: Independent Chair of the Board is James Torgerson .
- Sustainability oversight: Governance Committee oversees sustainability strategy and political engagement; Audit & Risk oversees enterprise risk and ESG disclosures; Compensation Committee oversees decarbonization metrics in LTIP (executives) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer (Board Service) | 70,000 | Standard for non-management directors |
| Committee Service Retainer (per committee) | 20,000 | Paid per active committee membership |
| Committee Chair Retainer (Audit & Risk) | 20,000 | Chair premium |
| Committee Chair Retainer (Finance & Operations) | 20,000 | Increased in 2024 due to expanded mandate |
| Committee Chair Retainer (Other Standing Committees) | 15,000 | Chair premium |
| Annual RSU Grant (Grant-Date Value) | 145,000 | Equity compensation; fully vested at grant |
2024 Director Compensation (Kathryn Jackson):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Kathryn Jackson | 115,000 | 144,983 | — | 259,983 |
Notes: Director RSU grant values computed per FASB ASC 718; 2024 director stock awards were based on the NYSE closing price on grant date July 21, 2023; directors are not paid meeting fees; cash retainers paid quarterly .
Performance Compensation
| Element | Terms | Metrics | Vesting |
|---|---|---|---|
| Annual Director RSUs | Grant determined by dividing $145,000 by grant-date closing price; rounded to whole shares | None (time-based equity for directors) | Fully vested when granted |
| Grant Timing | Directors generally receive awards in the third quarter | N/A | As above |
- Directors do not receive performance-conditioned equity; PGE’s LTIP performance metrics (EPS growth, ROE vs allowed, decarbonization) apply to executives, not directors .
Other Directorships & Interlocks
| External Company | Sector | Potential Interlock/Conflict Consideration |
|---|---|---|
| Cameco Corporation | Uranium/Energy | Energy supply adjacency; no POR-related party transactions disclosed involving directors |
| EQT Corporation | Natural Gas | Energy supply adjacency; no POR-related party transactions disclosed involving directors |
- The Governance Committee reviews any company transactions involving directors under the Related Person Transactions Policy; no specific related-party transactions disclosed for directors in the proxy .
Expertise & Qualifications
- Technical expertise: Engineering, technology development, R&D, large capital projects, generation facilities, energy trading, environmental health & safety .
- Governance and risk: Enterprise risk, audit-literacy; member of Audit & Risk; former chair ISO-NE .
- Education: BS Physics (Grove City), MS Industrial Engineering Management (Pitt), MS/PhD Engineering & Public Policy (CMU) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kathryn Jackson, PhD | 21,455 | * (<1%) | Includes 21,455 shares jointly held with spouse (shared voting/investment power) |
- Director Stock Ownership Guidelines: Each non-employee director must own shares equal to at least 5x the annual base cash retainer; all directors either meet or are on track by the target date .
- Hedging/Pledging: Prohibited for directors under PGE’s Insider Trading Policy; no short sales, derivatives, hedging or pledging of Company securities permitted .
Governance Assessment
- Alignment: Combination of cash and fully vested RSU grants ($115k cash; $144,983 equity in 2024) yields a balanced pay mix tilted toward equity, supporting shareholder alignment, though immediate vesting reduces retention risk signaling relative to multi-year vesting .
- Engagement: Strong attendance culture; director nominees collectively at 100% of meetings in 2024; Jackson serves on high-intensity committees (Audit & Risk; Governance), indicating active oversight of financial reporting and sustainability/political engagement .
- Independence & Risk Controls: Independent status, no hedging/pledging allowed, and robust related-party review mitigate conflict risks; stock ownership guidelines (5x cash retainer) further align interests .
- Committee Rotation: Move from Audit & Risk to Finance & Operations post-2025 is a signal of leveraging her operations/technology expertise for deeper oversight of safety, performance, and power supply—potentially positive for board effectiveness .
RED FLAGS
- None disclosed specific to Jackson. No delinquent Section 16 filings identified for directors in 2024; hedging/pledging banned; no related-party transactions disclosed involving directors .
Signals to Investors
- Technical depth and prior ISO-NE chair role strengthen board oversight of grid, operations, and risk—supportive of investor confidence .
- Equity ownership exists, though modest (<1%); compliance with 5x retainer guideline is stated at board level—positive alignment, but investors may prefer multi-year vesting for director grants to enhance retention signaling .
Insider Filings and Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | All required reports timely for directors; late filings noted only for certain officers (not directors) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Director Compensation Mix (2024)
| Component | Amount ($) | Share of Total |
|---|---|---|
| Cash Fees | 115,000 | 44.3% (calculated from disclosed amounts) |
| Equity (RSUs) | 144,983 | 55.7% (calculated from disclosed amounts) |
| Total | 259,983 | 100% |
Committee Coverage Snapshot (2024)
| Committee | Role | Meetings | Oversight Relevance |
|---|---|---|---|
| Audit & Risk | Member | 5 | Financial reporting integrity, ERM, ESG disclosures |
| Nominating, Governance & Sustainability | Member | 3 | Board composition, governance, sustainability, political engagement |
Notes on Political and AI Governance
- Political Engagement: Governance Committee reviews annual political contributions report and policy; Board-level oversight of priorities .
- AI Governance: Management committee on AI use reports to Executive Risk Committee, which feeds into Audit & Risk—indicates structured oversight pathway .
Summary
Jackson’s blend of engineering, operations, and risk expertise, combined with active committee service and external energy-sector board roles, supports board effectiveness in areas critical to PGE’s strategy. No conflicts or red flags are disclosed; governance policies (ownership guidelines, anti-hedging/pledging, related-party review) and strong attendance underpin investor confidence .