Maria Pope
PORTLAND GENERAL ELECTRIC CO /OR/About Maria Pope
Maria Pope is President and CEO of Portland General Electric (PGE), appointed President on October 1, 2017 and CEO on January 1, 2018; she also serves on PGE’s Board (director since 2018; previously served 2006–2008) . She holds a BA from Georgetown University and an MBA from Stanford GSB . 2024 company outcomes under her tenure included net income of $313 million (99.7% of ACI target), EPS of $3.01, and dividend growth from $1.59/share (2020) to $1.98/share (2024) (5.6% CAGR), with a stated long-term EPS growth objective of 5–7% annually; cumulative five-year TSR measured for pay-versus-performance ended 2024 at $95 vs $100 initial, below UTY peer TSR of $134 . The Board maintains an independent Chair (separate from CEO) and affirms all directors other than the CEO are independent, mitigating dual-role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Portland General Electric | President (10/1/2017–), CEO (1/1/2018–) | 2017–present | Led decarbonize/electrify/perform strategy; 2024 net income $313m; invested $1.262B; 311 MW wind and 292 MW storage online; long-term 5–7% EPS growth focus . |
| Portland General Electric | SVP, Power Supply, Operations & Resource Strategy | 2013–2017 | Oversaw generation plants, energy portfolio, long-term resource strategy . |
| Portland General Electric | SVP Finance, CFO & Treasurer | 2009–2013 | Financial leadership on capital allocation and financing . |
| PGE Board | Director | 2006–2008; 2018–present | Board oversight; now CEO director (not independent) . |
| Mentor Graphics Corporation | Chief Financial Officer | — | Prior CFO experience at a public company, relevant to capital allocation and governance . |
| Various (Forest products, consumer products; Morgan Stanley) | Senior operating/finance roles; banker | — | Broadened industry and finance expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edison Electric Institute | Chair | — | National industry leadership; policy and best practices in electric utility sector . |
| Oregon Business Council | Chair | — | Regional economic and policy engagement . |
| Electric Power Research Institute | Executive Committee | — | Advanced grid/technology collaboration . |
| Columbia Banking System, Inc. | Board Member (public) | — | Cross-industry oversight and governance . |
| Georgetown University | Board Member | — | Academic/governance engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (earned) | $1,065,607 | $1,144,080 | $1,157,916 |
| Disclosed Base Salary Rate | — | $1,070,000 | $1,070,000 |
Notes: 2024 base salary rate held flat vs 2023; salary “earned” includes PTO timing/deferrals per proxy methodology .
Performance Compensation
Annual Cash Incentive (ACI) – Structure and 2024 Results
| Category/Metric | Weight | Threshold | Target | Max | 2024 Actual | Performance/Payout Element |
|---|---|---|---|---|---|---|
| Financial: Net Income | 40% | $267.35m | $314.53m | $361.71m | $313.48m | 98.89% perf |
| Operations: Customer Delight | 8.3% | 51.0% | 58.0% | 64.0% | 42.40% | Below target; contributed to Ops perf 85.94% |
| Operations: Distribution Reliability (SAIDI, minutes) | 8.3% | 127.0 | 107.0 | 98.0 | 118.46 | Below target; within Ops 85.94% |
| Operations: Generation Availability / Forced Outage (Q3 thermal) | 8.3% | 80.05% / 6.38% | 83.40% / 4.20% | 86.00% / 3.19% | 85.90% / 3.62% | Above target on availability/FO rate; within Ops 85.94% |
| Strategic Initiatives (3 pillars equally weighted) | 25% | “1” | “2” | “4” | 2.00–2.03 | 101% perf |
| Culture: Employee Engagement | 2.5% | 70 | 75 | 80 | 70.50 | Below target; Culture 97.17% |
| Culture: Leadership Diversity (Women/BIPOC) | 2.5% / 2.5% | 33%/23% | 35%/25% | 37%/28% | 37.03%/26.22% | Above target; Culture 97.17% |
| Culture: Supplier Diversity | 2.5% | 12% | 18% | 21% | 18.25% | Above target; Culture 97.17% |
| Overall ACI Payout (CEO) | — | — | — | — | — | 96.01% of target; $1,181,404 |
- 2024 CEO ACI target: $1,230,500 (115% of base salary); weighting changes for 2025 will increase Net Income weight to 50% and reallocate remaining to Strategic and Operations (culture embedded in Strategic) .
- 2024 CEO ACI payout: $1,181,404 (96.01% of target) reflecting strong Strategic/Culture and mixed Operations results .
Long-Term Incentives (LTI) – 2024 Program and Historical Payouts
| Element | 2024 Design | Weight | Grant Detail (2/9/2024) | Vesting |
|---|---|---|---|---|
| PSUs | Metrics: ROE vs Allowed ROE; EPS growth; Clean Energy (MWa); Relative TSR as 0.8–1.2x modifier; 3-year performance (2024–2026) | 70% | Target units: 78,429; Target value $3,261,078; CEO LTI multiple 4.2x salary (PSU target $3,145,800) | Cliff after 3-year period; payout 0–200% with TSR modifier |
| RSUs | Time-based retention | 30% | Units: 33,612; Target value $1,348,177 | Ratable, 1/3 annually on each Feb 14, 2025/2026/2027; Rule of 75 eligible |
| Looking Ahead (2025) | Relative TSR becomes an equal metric; ROE metric removed; focus on EPS growth, shareholder returns and decarbonization | — | — | — |
2022–2024 PSU Payouts (settled 12/31/2024): 109.41% of target; CEO vested 63,021 PSUs (including DERs), value $2,748,976 at $43.62/share .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 216,080 shares as of Feb 18, 2025 (includes joint holdings); <1% of shares outstanding . Shares outstanding: 109,503,224; ≈0.20% ownership (calculated from disclosed figures) . |
| Vested vs unvested | Unvested PSUs: 64,296 (2023 grant), 81,050 (2024 grant); Unvested RSUs: 8,130 (2012 grant final third), 18,371 (2023 grant two-thirds), 34,735 (2024 grant) as of 12/31/2024 . |
| Upcoming vesting cadence | RSUs vest annually: 1/3 on Feb 14, 2025; 1/3 on Feb 14, 2026; 1/3 on Feb 14, 2027 for 2024 grant; 2023 RSUs vest on Feb 14, 2025 and Feb 14, 2026 (remaining); 2022 RSUs final third on Feb 14, 2025 . |
| Stock ownership guidelines | CEO: 6x base salary; all executives meet or are on track; 50% net-after-tax performance shares held until compliant; CEO must retain 100% of shares acquired prior to Feb 2011 . |
| Hedging/pledging | Prohibited for directors and officers (no derivatives, short sales, margin, hedging or pledging); pre-clearance required and trading windows enforced . |
| Option exposure | No stock options disclosed; equity program utilizes RSUs/PSUs . |
Implications for selling pressure: The time-based RSU vesting dates (mid-February annually) are the principal potential liquidity events; trading remains subject to blackout and pre-clearance under the Insider Trading Policy .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (no CIC) | CEO: 1.5x base salary; pro-rata ACI at target; 18 months COBRA; requires release and adherence to non-compete/non-solicit; no excise tax gross-ups . |
| Change-in-control (CIC) | Double-trigger. CEO: 2.5x (base salary + target ACI); pro-rata ACI at target; 30 months COBRA; equity: PSUs vest at target upon qualifying termination within two years post-CIC; RSUs subject to plan provisions . |
| Rule of 75 retirement | If age + service ≥ 75 (min age 55; ≥5 years), RSUs vest in full and PSUs eligible for full performance-based vesting despite termination . |
| Clawback | Mandatory recovery for accounting restatements and discretionary recovery for egregious misconduct; applies to cash and equity incentive comp (current and former executives) . |
| Contracts | “No long-term employment contracts” (program best-practice) . |
Estimated benefits at 12/31/2024 (illustrative, not predictive)
| Scenario | Severance Pay Plan | PSUs | RSUs | ACI | Outplacement | Total |
|---|---|---|---|---|---|---|
| Involuntary (no cause) | $1,648,732 | $6,143,179 | $2,671,126 | $1,181,404 | $25,000 | $11,669,441 |
| Termination following CIC | $5,824,137 | $6,409,174 | $2,671,126 | $1,181,404 | $25,000 | $16,110,841 |
| Death/Disability | — | $6,143,179 | $2,671,126 | $1,181,404 | — | $9,995,709 |
Compensation Structure Details
CEO Compensation Summary (multi-year)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (grant-date fair value) | $3,882,327 | $4,181,138 | $4,609,255 |
| Non-Equity Incentive (ACI) | $1,002,781 | $1,195,782 | $1,181,404 |
| Pension value change & DC earnings | $38,324 | $155,103 | $66,792 |
| All Other Compensation | $305,884 | $289,654 | $351,658 |
| Total | $6,294,923 | $6,965,757 | $7,367,025 |
Key program mechanics and governance:
- Pay mix heavily at-risk: 84% of CEO target pay performance-conditioned in 2024 .
- Peer benchmarking targets 50th percentile; 2024 peer group includes ALLETE, Alliant, Avista, Black Hills, Evergy, Hawaiian Electric, IDACORP, NiSource, NorthWestern, OGE, Pinnacle West, TXNM (PNM) .
- Say-on-pay support: 98% approval in 2024 .
- Independent compensation consultant (FW Cook); annual risk assessment finds programs do not encourage excessive risk-taking .
Perquisites, Retirement & Deferred Comp (CEO)
- Pension present value (12/31/2024): $717,819 .
- 2005 Management Deferred Compensation Plan balance: $2,127,938; 2024 executive contributions $135,088; company contributions $1,605; 2024 earnings $119,744 .
- All Other Compensation components (2024): DERs $321,471; 401(k) $20,700; HSA $1,150; LTD insurance $6,302; Other $429 (no CIC excise tax gross-up; moving expense gross-ups not applicable to CEO) .
Performance & Track Record (selected markers)
- 2024 operating/strategic execution: $1.262B capex; 311 MW Clearwater Wind and 292 MW battery storage online; 45% of system load from non-emitting resources; load growth with data centers/semiconductor; two new substations and four new transmission lines energized .
- Financial/returns context: 2024 net income $313m; dividend per share increased from $1.59 (2020) to $1.98 (2024) (5.6% CAGR); five-year Company TSR ended 2024 at $95 vs UTY peer $134 (both from $100 base) .
- ACI metric outcomes reflect above-target strategic progress and mixed reliability/customer satisfaction, with overall ACI at 96% of target .
- Administrative note: company disclosed one late Form 4 for each of certain officers including Ms. Pope for 2024 equity grant reporting; characterized as inadvertent filings .
Board Governance and Maria Pope’s Board Role
- Board service: Director since 2018; previously 2006–2008; not independent (as CEO) .
- Committee service: CEO-director does not serve on standing Board committees; all standing committees fully independent .
- Leadership structure: Independent Board Chair (Jim Torgerson); CEO and Chair roles separated .
- Board/committee attendance: nominees collectively 100% in 2024; seven executive sessions of non-management/independent directors in 2024 .
- Director compensation: CEO receives no additional compensation for director service .
Compensation Peer Group and Shareholder Feedback
- 2024 compensation peer group: ALLETE, Alliant Energy, Avista, Black Hills, Evergy, Hawaiian Electric, IDACORP, NiSource, NorthWestern, OGE Energy, Pinnacle West Capital, TXNM Energy (PNM) .
- Target market positioning: manage around market 50th percentile with individual differentiation .
- Say-on-pay: 98% support at 2024 Annual Meeting; continued shareholder outreach (225+ investor engagements in 2024) .
Related Party Transactions, Hedging/Pledging and Clawbacks
- Related person transaction policy requires Nominating, Governance & Sustainability Committee approval for transactions >$120,000; supplements Code of Business Ethics .
- Hedging/pledging prohibited; derivatives, short sales, margin, and pledging not permitted for directors/officers/employees; pre-clearance and blackout windows enforced .
- Clawback: applies to incentive comp for restatements (mandatory) and egregious misconduct (discretionary) .
Investment Implications
- Pay-for-performance alignment is solid: high variable mix (84%), PSU-heavy LTI tied to ROE/allowed ROE, multi-year EPS growth and decarbonization, with TSR as an external check; 2022–2024 PSU payout at 109% suggests balanced targets and execution .
- Near-term selling pressure likely centers on annual RSU vest dates in mid-February, though trading is constrained by strict insider policy; upcoming vest dates on 2/14/2025, 2/13/2026, 2/12/2027 for 2024 RSUs and remaining 2023/2022 RSUs in 2025–2026 .
- Retention risk appears mitigated: robust stock ownership (guideline 6x salary), Rule of 75 retirement eligibility provisions, and competitive severance/CIC economics with double-trigger and no excise tax gross-ups; CEO CIC cash multiple 2.5x plus prorated ACI and COBRA .
- Governance offsets dual-role concerns: independent Chair, fully independent committees, frequent executive sessions, and strong say-on-pay support (98%) reduce independence/oversight risk for a CEO-director .
- Performance watch items: pay-versus-performance indicates five-year TSR below UTY peers, and 2024 ACI operations scores (customer delight, SAIDI) under target; monitoring execution on grid readiness and reliability, as well as 5–7% EPS growth trajectory, is key for comp/returns alignment .