Michael Lewis
PORTLAND GENERAL ELECTRIC CO /OR/About Michael Lewis
Michael Lewis (age 62) is an independent director of Portland General Electric (PGE) since 2021 and currently chairs the Finance & Operations Committee while serving on the Compensation, Culture & Talent Committee . He holds a BS in Electrical Engineering (University of Florida), MBA (Nova Southeastern), Duke AMP, and Wharton EMP credentials, and is a retired utility executive with 35+ years in electric transmission, distribution, wildfire prevention, disaster preparedness, and large capital project oversight . His tenure includes interim leadership at PG&E and senior roles at Duke Energy and Progress Energy Florida, aligning expertise with PGE’s grid resiliency and operational risk priorities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Gas & Electric (PG&E) | Interim President | Aug–Dec 2020 | Oversaw gas/electric operations, wildfire prevention, grid resiliency, vegetation management, emergency preparedness |
| PG&E | SVP Electric Operations; VP Electric Distribution | 2018–2020 | Led distribution operations, reliability, safety programs |
| Duke Energy | SVP & Chief Distribution Officer | 2016–2018 | Managed distribution across six states; safety and reliability |
| Duke Energy | SVP & Chief Transmission Officer | 2015–2016 | Led transmission operations and grid planning |
| Progress Energy Florida | SVP Energy Delivery | pre‑2012 | Hurricane preparedness, grid hardening initiatives |
| Association of Edison Illuminating Companies | Board Member | prior | Industry standards and operations collaboration |
| CA Governor’s Earthquake Advisory Commission | Member | prior | Critical infrastructure resilience advisory |
External Roles
| Organization | Role | Public Company | Notes |
|---|---|---|---|
| Kinross Gold Corp. | Board Member | Yes | Mining; external industry exposure |
| NPK International | Board Member | Not disclosed | Industrial; public status not specified |
| Osmose Utilities Service | Board Member | Not disclosed | Utility services provider; potential vendor category |
| TRC Consulting (Engineering & Construction) | Senior Advisor | No (private) | Advisory role in engineering/construction |
Board Governance
| Attribute | Status |
|---|---|
| Independence | Independent; all standing committees fully independent; all directors other than CEO are independent |
| Committee assignments | Chair, Finance & Operations; Member, Compensation, Culture & Talent |
| Attendance | Director nominees collectively attended 100% of Board and committee meetings; Board met 8 times in 2024; 7 executive sessions held |
| Lead Independent Director | Not applicable; Board Chair is independent (James Torgerson) |
| Shareholder engagement | Independent directors engage with investors; >225 investor engagements and outreach to top 20 holders in 2024 |
| Committee interlocks | None for Compensation, Culture & Talent Committee in 2024 |
| Board limits on other boards | Max 4 additional public boards; reduced to 1 if the director is a named executive officer of a public company |
Fixed Compensation
| Component | POR Policy (2024) | Michael Lewis 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | Included in cash fees |
| Finance & Operations Committee Chair Retainer | $20,000 (increased in 2024) | Included in cash fees |
| Committee Membership Fee (per committee) | $20,000 | Included in cash fees |
| Meeting Fees | None | N/A |
| Annual RSU grant (directors) | $145,000 grant-date value; fully vested when granted | Stock awards $144,983 (aggregate grant-date fair value) |
| 2024 Total Cash Fees | — | $127,500 |
| 2024 Total Compensation | — | $272,483 |
Performance Compensation
Directors receive fully vested RSUs and do not have performance-conditioned metrics tied to director equity.
| Equity Element | Metric | Target | Actual | Payout |
|---|---|---|---|---|
| Annual Director RSUs | None (time-based, fully vested at grant) | $145,000 grant-date value [policy] | $144,983 grant-date fair value recognized in 2024 | Not applicable (no performance curve) |
Grant timing note: 2024 director stock awards fair values computed using NYSE closing price on the grant dated July 21, 2023; annual equity awards to directors are typically granted in the third quarter and are fully vested at grant .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Kinross Gold Corp. |
| Other boards/advisory | NPK International; Osmose Utilities Service; Senior Advisor at TRC Consulting |
| Compensation committee interlocks | None disclosed for 2024 |
| Potential interlocks/conflicts | Osmose Utilities Service operates in utility services; no related-party transactions disclosed with PGE |
Expertise & Qualifications
- Utility operations leadership: transmission, distribution, grid resiliency; wildfire prevention and emergency preparedness .
- Large capital projects and operational risk management aligning with Finance & Operations oversight .
- Strategic planning and regulatory/public policy experience relevant to PGE’s decarbonize/electrify/perform strategy .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 11,573 shares; less than 1% of outstanding shares |
| Director stock ownership guideline | Minimum 5x annual base cash retainer; all directors meet or are on track |
| Hedging/pledging | Prohibited; no short sales, derivatives, hedging or pledging of Company securities |
Governance Assessment
- Strengths: Independent chair and fully independent committees; high engagement and 100% attendance among nominees; robust committee oversight (Finance & Operations chaired by Lewis); strong director ownership requirements; clawback policy; no excise tax gross-ups; say-on-pay support at 98% in 2024 indicating investor confidence .
- Potential conflict watchpoints: Service on Osmose Utilities Service (utility services provider) could intersect with vendor relationships; PGE’s Related Person Transactions Policy requires committee review for any transactions >$120,000—none disclosed for Lewis . Board limit on external boards mitigates overboarding risk; Lewis’ count of “Other Public Boards” is two per the board summary, consistent with policy .
- Risk indicators: No Section 16 late filing noted for Lewis; insider trading policy pre-clearance and blackout procedures in place . Executive sessions held at every regular meeting enhance independent oversight .
Insider filings
| Indicator | 2024 Status |
|---|---|
| Late Section 16 filings (Lewis) | None reported; late filings noted for certain officers, not directors |