Renée James
PORTLAND GENERAL ELECTRIC CO /OR/About Renée James
Renée James is an independent director of Portland General Electric (PGE), appointed June 11, 2025, and serves on the Compensation, Culture and Talent Committee and the Finance & Operations Committee . She is the founder and current Chairman and CEO of Ampere Computing and serves on the board of Citigroup, Inc.; company disclosures list her as an independent director, age 61, with a technology background . PGE disclosed there are no related‑party transactions with Ms. James under Item 404(a), and that she will be compensated under PGE’s standard non‑employee director program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampere Computing | Founder; Chairman & CEO | Current | Industry technology leadership relevant to PGE load growth from data centers; external role only (not a PGE committee) |
| PGE Board of Directors | Independent Director | Appointed June 11, 2025 | Compensation, Culture and Talent Committee; Finance & Operations Committee |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Citigroup, Inc. | Director | Public | Current public company directorship |
| Ampere Computing LLC | Director; Chairman & CEO | Private | Technology/semiconductor sector leadership |
| Other public boards (count) | Not specified | Public | PGE investor materials show “Other Public Boards: 2” for James; specific second public board not listed in that document |
Board Governance
- Independence: Listed as “Independent” in PGE’s board materials .
- Committees: Compensation, Culture and Talent; Finance & Operations (appointed at election) .
- Attendance expectations: Directors expected to attend all Board and committee meetings; in 2024, director nominees collectively attended 100% of Board and committee meetings; eight Board meetings and seven executive sessions were held in 2024 (James joined in 2025, so 2024 data is context) .
- Board structure: Independent Board Chair; fully independent standing committees; CEO separate from Chair .
- Stock ownership guideline (directors): Minimum 5x annual base cash retainer; all directors either meet or are on track to meet .
- Investor engagement: >225 investor engagements in 2024; outreach to governance teams of top 20 holders (36% of shares outstanding) .
Fixed Compensation
PGE’s standard 2024 director compensation program (applicable to non‑employee directors; James to be paid in line with this framework from appointment date, pro‑rated as applicable):
| Component | Amount |
|---|---|
| Annual Cash Retainer (Board) | $70,000 |
| Annual Cash Retainer (Board Chair) | $125,000 |
| Annual Cash Retainer per Committee Membership | $20,000 |
| Annual Cash Retainer per Committee Chair (Audit & Risk; Finance & Operations) | $20,000 each |
| Annual Cash Retainer per Other Active Standing Committee Chair | $15,000 |
| Annual RSU Award (Grant‑Date Value) | $145,000; RSUs fully vest at grant; new directors receive pro‑rata grants |
| Deferred Compensation (legacy plan eligibility) | Only for directors first appointed before April 23, 2019 |
Reference points from 2024 Director Compensation (illustrative peer positioning within PGE board; James was not on the board in 2024):
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael Lewis | 127,500 | 144,983 | 272,483 |
| Patricia Pineda | 125,000 | 144,983 | 269,983 |
| Michael Millegan | 125,000 | 144,983 | 269,983 |
| Board Chair (Torgerson) | 235,000 | 144,983 | 379,983 |
Performance Compensation
As a non‑employee director, James’s compensation is not performance‑conditioned. However, as a member of the Compensation, Culture and Talent Committee, she oversees executive pay metrics and outcomes.
2024 Annual Cash Incentive (ACI) Metrics and Weightings (executive plan overseen by her committee):
| Category | Metric | Weight | Key Definition |
|---|---|---|---|
| Financial | Net Income | 40% | Net income vs. target |
| Operations | Customer Delight | 8.3% | Top‑decile satisfaction metric across utilities |
| Operations | Distribution Reliability (SAIDI) | 8.3% | Outage duration |
| Operations | Generation Reliability | 8.3% | Availability and Q3 forced outage rates |
| Strategic | Elevate Customer Engagement | 8.3% | Program adoption, digital tools |
| Strategic | Advance Grid Readiness | 8.3% | DER enablement, transmission buildout |
| Strategic | Drive Operational Excellence | 8.3% | Wildfire mitigation, cost discipline |
| Culture | Employee Engagement | 2.5% | Survey measures |
| Culture | Leadership Diversity (Women; BIPOC) | 2.5% | Leadership representation |
| Culture | Supplier Diversity | 2.5% | Diverse supplier spend |
2024 ACI Results (payouts approved at ~96% of target):
| Category | Result | Notes |
|---|---|---|
| Financial Performance % | 98.89% | |
| Operating Performance % | 85.94% (below target on Customer Delight and SAIDI; above target on Generation Reliability) | |
| Strategic Initiatives % | 101.00% | |
| Culture % | 97.17% | |
| CEO ACI Payout | $1,181,404 (96.01% of target) |
Key 2025 adjustment disclosed: Net Income weighting increased to 50% beginning in 2025; remaining 50% split evenly between Strategic and Operations; culture integrated into Strategic .
Long‑Term Incentive (LTI) Structure (executive plan):
- 70% PSUs; 30% RSUs; PSUs tied to ROE vs. Allowed ROE, 3‑yr EPS growth, Clean Energy MWa; Relative TSR used as a modifier (80–120%), with 0–200% payout range .
- 2022–2024 PSU payout: 109.41% of target; EPS growth and Clean Energy above target; Relative TSR at 9th percentile applied 80% multiplier .
Other Directorships & Interlocks
| Entity | Nature of Overlap | Potential Interlock/Conflict Considerations |
|---|---|---|
| Citigroup, Inc. (Director) | Citi is a large financial institution | PGE filed an automatic shelf registration (S‑3ASR) in July 2025; the filing includes director signatures, including James. No underwriter is named in the S‑3ASR; no related‑party transactions with James disclosed; continue to monitor future capital markets transactions for potential underwriter interlocks . |
| Ampere Computing (Chairman & CEO; Director) | Technology/semiconductor sector; PGE cited demand growth from data centers and semiconductors | PGE disclosed no Item 404(a) related‑party transactions with James; any future commercial relationships (e.g., power supply) would fall under PGE’s related person policy review . |
Expertise & Qualifications
- Industry/Skill: Technology; brings cybersecurity/innovation perspective aligned with Board skills focus areas (Technology/Cybersecurity; Regulatory/Public Policy; Strategy) .
- Committee Roles: Compensation, Culture and Talent; Finance & Operations—roles central to oversight of executive pay design, human capital, capital allocation, and operational risk, including safety and grid investment .
Equity Ownership
- Beneficial ownership at PGE: Not yet disclosed in a proxy (James joined mid‑2025) .
- Alignment mechanisms:
- Director stock ownership requirement: 5x annual cash retainer; directors meet or are on track .
- Annual RSU grants: $145,000 grant‑date value; fully vested at grant; pro‑rated for new directors .
- Anti‑hedging/pledging: Prohibitions apply to directors and executive officers .
- Indemnification: Standard indemnification agreement to be executed with James .
Governance Assessment
-
Strengths for investor confidence:
- Independence and relevant oversight: James is disclosed as independent; appointed directly onto Compensation and Finance & Operations—high‑leverage committees for pay alignment, operational risk and capital allocation .
- Clean conflicts profile: Company states no related‑party transactions with James upon appointment; PGE maintains a formal Related Person Transactions Policy .
- Pay governance: Clawback policy (misstatements and misconduct), no single‑trigger CIC, no excise tax gross‑ups, independent compensation consultant (FW Cook), and no interlocks in 2024 .
- Shareholder alignment context: 98% Say‑on‑Pay support in 2024 suggests broad shareholder endorsement of pay practices overseen by the committee James joins .
- Board process/engagement: Strong independence, separate Chair/CEO, robust attendance expectations and executive sessions; >225 investor engagements in 2024 .
-
Watch items / potential risks:
- External time commitments: Board limits four additional public company boards (and one if also a named executive officer of a public company); James is CEO of a private company and a Citi director—within policy; monitor bandwidth given dual roles .
- Sector overlap: Ampere’s data center/semiconductor exposure coincides with PGE load growth areas; while no related‑party transactions exist, monitor for future dealings and apply Related Person Transactions Policy rigorously .
- New appointee alignment: Ownership levels will build over time via RSU grants and stock ownership guideline (5x retainer); hedging/pledging prohibitions mitigate misalignment risk .
Conclusion: Early indicators are favorable—James brings directly relevant technology leadership to key committees with robust guardrails around conflicts and pay governance. Continued monitoring should focus on potential capital markets interlocks via Citi, any commercial interfaces with Ampere, and on-time progress to director ownership guidelines .