Michael Millegan
PORTLAND GENERAL ELECTRIC CO /OR/About Michael Millegan
Michael Millegan (age 66) has served on PGE’s Board since 2019. He is Founder & CEO of Millegan Advisory Group 3 LLC (since 2018) and previously led large-scale businesses at Verizon, including as President of Verizon Global Wholesale Group, overseeing $11B in sales, 13,000 employees, and $1B in annual capex. He holds a BA and MBA from Angelo State University. Core credentials include executive leadership in communications/technology, network infrastructure, cybersecurity, supply chain, and operations in regulated industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon | President, Global Wholesale Group; other executive roles | Not disclosed | Led $11B revenue business with 13,000 employees and $1B capex; experience in network infrastructure deployment, cloud, cybersecurity, and operations |
| Millegan Advisory Group 3 LLC | Founder & CEO | Since 2018 | Advises early-stage companies on technology innovation and value creation |
External Roles
| Organization | Role | Public/Private/Nonprofit | Notes |
|---|---|---|---|
| Axis Capital Holdings | Board Member | Public | Current public company directorship; PGE lists “Other Public Boards: 1” for Millegan |
| Network Wireless Solutions, Inc. | Board Member | Private | Board member |
| Virginia Mason Foundation | Board Member | Nonprofit | Board member |
| Windpact, Inc.; Vettd, Inc. | Strategic advisor & investor | Private | Advisory/investor roles |
| CoreSite Realty Corp. | Former Board Member | Public (former) | Selected former directorship |
| Wireless Telecom Group, Inc. | Former Board Member | Public (former) | Selected former directorship |
Board Governance
- Committee roles: Chair, Audit and Risk Committee; Member, Compensation, Culture and Talent Committee .
- Independence: The Board determined all directors other than the CEO are independent; PGE guidelines require ≥75% independent directors, which is met .
- Attendance & engagement: Each director attended ≥75% of meetings; nominees collectively had 100% attendance in 2024. There were 8 Board meetings and 7 executive sessions of non-management directors in 2024 .
- Audit & Risk cadence/qualifications: Audit and Risk met 5 times in 2024; all members financially literate; two members (not including Millegan) designated “audit committee financial experts” under SEC rules .
- Governance architecture: Independent Board Chair (separate from CEO), majority voting, no poison pill, robust director ownership guidelines (5× base retainer), and regular executive sessions .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Paid quarterly; no meeting fees |
| Audit & Risk Committee Chair Retainer | $20,000 | Committee chair fee |
| Compensation Committee Member Retainer | $20,000 | Per-committee annual retainer |
| Annual Director RSU Grant | $145,000 grant-date value | Fully vested on grant; shares determined by grant-date price |
| 2024 Actual – Millegan | Fees: $125,000; Stock Awards: $144,983; Total: $269,983 | 2024 Director Compensation Table |
| Deferred Compensation Plan | Eligible (participant) | 2006 Outside Directors’ Deferred Compensation Plan; Millegan listed as a participant |
Notes: Director compensation was adjusted July 2024 to align with market; Finance & Operations Chair retainer increased to $20,000; equity remained at $145,000 .
Performance Compensation
Non-employee directors do not receive performance-conditioned awards at PGE; annual director RSUs are fully vested on grant with no performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company board(s) | Axis Capital Holdings (1 public board) |
| Compensation Committee interlocks | None disclosed for any 2024 Compensation Committee members (includes Millegan) |
| Related-party transactions | PGE has a Related Person Transactions Policy; independence affirmed for all directors other than CEO; no specific related-party transactions disclosed involving Millegan |
Expertise & Qualifications
- Technology and communications leadership; network infrastructure, cloud computing, cybersecurity, and operations in regulated industries .
- Large-scale P&L and capex oversight; global sales/marketing; supply chain management .
- Board skills framework emphasizes governance, risk oversight, technology/cyber, and senior leadership across the Board; Millegan’s biography aligns with these priorities .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 16,624 | As of Feb 18, 2025; includes common stock units and DERs as applicable |
| Shares outstanding | 109,503,224 | As of Feb 18, 2025 |
| Ownership as % of outstanding | ~0.015% | 16,624 / 109,503,224, for context |
| Pledging/Hedging | Prohibited for directors | “No short sales, derivatives, hedging or pledging” policy |
| Director ownership guideline | 5× annual base cash retainer | All directors meet or are on track |
| Section 16 compliance | No late filings noted for Millegan | Proxy lists certain late Form 4s for named officers; Millegan not among them |
Governance Assessment
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Strengths:
- Independent director since 2019; Chairs Audit & Risk (central to oversight of ERM, financial reporting, cyber/physical security), and serves on Compensation, bringing deep operating and technology expertise to both risk and pay oversight .
- Strong governance posture at PGE (independent chair; majority voting; ownership guidelines; regular executive sessions); director ownership guidelines met/on track; no pledging allowed, supporting alignment .
- Board and committee attendance robust in 2024; nominees collectively at 100% .
-
Watch items / potential conflicts:
- Other public company board at Axis Capital Holdings; within PGE’s outside board limits and not identified as a related-party conflict; no comp committee interlocks disclosed .
- Audit & Risk Committee “financial expert” designation sits with other members, not the Chair; however, the committee’s members are financially literate and met 5 times in 2024, with standard auditor oversight processes .
-
Shareholder signals:
- Say-on-pay support in 2024 was 98%, reflecting investor confidence in the compensation framework overseen by the Compensation Committee (of which Millegan is a member) .
- Director pay structure is balanced (cash + time-vested equity) with no meeting fees or perquisite-heavy design; 2024 adjustments were modest and market-aligned .
Overall, Millegan’s audit chairmanship, technology/operations background, and independence support board effectiveness. No related-party exposures or alignment red flags are disclosed; ownership policies and anti-hedging/pledging standards further reinforce investor alignment .