Brian G. Iverson
About Brian G. Iverson
Brian G. Iverson (age 62) is TXNM’s General Counsel, Senior Vice President – Regulatory & Public Policy, and Corporate Secretary, appointed effective September 16, 2024; he oversees Legal, Regulatory, Public Policy, and Supply Chain functions . He holds a B.S. in Business Administration (Accounting), an MBA, and a JD from the University of South Dakota . 2024 company performance metrics relevant to his incentive plans include Incentive EPS of $2.74, earnings growth of 3.8% over 2022–2024, FFO/Debt of 12.6% (below threshold), and a 5-year TSR translating a $100 investment on 12/31/2019 to $113.12 by 12/31/2024 . Iverson also executed plan amendments to TXNM’s AIP and LTIP in December 2024 in his capacity as General Counsel .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Black Hills Corporation | SVP, General Counsel & Chief Compliance Officer | 2016–2024 | Led legal/compliance at a public utility, aligning regulatory strategy and corporate governance . |
| Black Hills Corporation | SVP – Regulatory & Governmental Affairs; Assistant General Counsel | 2014–2016 | Directed regulatory and governmental affairs, supporting rate/regulatory outcomes . |
| Black Hills Corporation | VP & Treasurer | 2011–2014 | Managed capital structure and liquidity, informing utility financing strategy . |
| Black Hills Corporation | VP – Electric Regulatory Services | 2008–2011 | Oversaw electric regulatory filings and policy execution . |
| Black Hills Corporation | Corporate Counsel | 2004–2008 | Provided corporate legal support across utility operations . |
External Roles
- Not disclosed in TXNM filings reviewed .
Fixed Compensation
| Component | 2024 | 2025 (effective Mar 15, 2025) |
|---|---|---|
| Base salary ($) | 450,000 | 468,000 |
| Target annual bonus (% of base) | 70% | 70% (2025 AIP kept structure; specific % unchanged in filings for GC) |
| Actual 2024 cash bonus ($) | 93,011 (AIP payout) | — |
| Sign‑on cash bonus ($) | 30,000 (paid at hire) | — |
| Relocation bonus ($) | 154,696 (lump sum ≈ two months’ salary) |
Notes:
- 2024 AIP paid at 101% of target companywide based on the corporate scorecard; Iverson’s award was pro‑rated to his start date .
Performance Compensation
Annual Incentive Plan (AIP) Structure and Results (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Weighted contribution |
|---|---|---|---|---|---|---|
| Incentive EPS | 60% | ≥$2.65/share | ≥$2.70/share | ≥$2.80/share | $2.74/share (140% of goal) | 84.0% |
| Customer satisfaction (PNM) | 13% | 7.4 | 7.5 | 7.8 | 7.4 (50%) | 6.5% |
| Customer satisfaction (TNMP REP) | 7% | 4.0 | 4.3 | 4.7 | 4.5 (150%) | 10.5% |
| Reliability (SAIDI) | 20% | 109 | 104 | 98 | 122 (0%) | 0.0% |
| Total payout | 100% | — | — | — | Aggregate 101% | 101% |
- AIP award levels for GC role: Threshold 35%, Target 70%, Max 140% of base (plan table) .
- No AIP payout is made unless Incentive EPS achieves threshold .
Long‑Term Incentive (LTIP) – 2024–2026 PS Goals and Iverson’s Grant
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Earnings Growth | 50% | ≥3.0% | ≥5.0% | ≥8.0% |
| Relative TSR (vs EEI Index) | 25% | ≥35th pctile | ≥50th pctile | ≥90th pctile |
| FFO/Debt Ratio | 25% | ≥13% | ≥14% | ≥16% |
Iverson’s 2024 PS award was granted 9/16/2024 (pro‑rated), with estimated future payouts:
- Threshold: 4,333 shares
- Target: 8,666 shares
- Maximum: 17,333 shares
2022–2024 LTIP performance (paid in Feb 2025) for all NEOs: 71% of target based on 3.8% earnings growth (between threshold and target) and FFO/Debt of 12.6% (below threshold) .
Restricted Stock Awards (RSAs) – Vesting
| Award | Grant date | Shares | Vesting schedule |
|---|---|---|---|
| Sign‑on RSAs | 9/16/2024 | 9,300 | 50% vested at grant; 50% vests on 9/16/2025 (continued employment) . |
| Standard RSAs (plan) | 3/1/2024 | — (not for Iverson) | Standard RSAs vest in three equal tranches on March 7 of 2025, 2026, 2027 . |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of 3/24/2025 and 12/31/2024)
| Item | Count/Value |
|---|---|
| Shares held directly | 3,493 |
| Right to acquire within 60 days | 8,175 |
| Total beneficial ownership | 11,668 |
| Ownership % of shares outstanding | <1% |
| Unvested RSAs (sign‑on) | 4,650 shares (value $228,641 at $49.17) |
| Unvested RSAs (other) | 545 shares (value $26,798 at $49.17) |
| Unearned PS (2024–2026, displayed at max as of 12/31/2024) | 17,333 shares (value $852,264 at $49.17) |
| Unearned PS (additional, pro‑rated 2023–2025) | 3,607 shares (value $177,356 at $49.17) |
Stock ownership guidelines (Officers): 3x base salary for GC; Iverson at 0.9x multiple as of 12/31/2024, with committee noting reasonable progress given tenure . Hedging and pledging by officers are prohibited under Insider Trading Policy .
Employment Terms
- Start date and role scope: 9/16/2024; responsible for Legal, Regulatory & Public Policy, Supply Chain .
- No individual employment contract (CEO/NEOs generally have no employment contracts; retention used selectively) .
- Severance Plan (impaction/position elimination): lump sum equal to 14 months of base plus 1 week per year of service; placement assistance up to 5% of base; up to 12 months benefits continuation .
- Change‑in‑Control (double trigger) Retention Plan:
- Cash severance equal to 2× eligible compensation (base + average AIP), plus compensation for non‑compete equal to 1× eligible compensation over 12 months; pro‑rated AIP at target; 24 months benefits; reimbursement of legal fees .
- Equity: double‑trigger vesting of RSAs and full PS award eligibility post‑amendment (subject to performance) .
- Clawback: Recoupment for restatements or improper conduct; awards subject to forfeiture for materially injurious conduct or manipulation of performance .
Iverson – Illustrative Change‑in‑Control Values (as of 12/31/2024 assumptions)
| Component | Amount ($) |
|---|---|
| Pro‑rated AIP (target) | 92,090 |
| Health & welfare benefits | 39,165 |
| Cash severance | 2,295,000 |
| Legal fees | 20,000 |
| Total (ex‑equity) | 2,446,255 |
Note: Equity payouts depend on double‑trigger vesting and actual performance; 2024–2026 PS amounts were displayed at max as of 12/31/2024 for disclosure, not guaranteed .
Compensation Structure Analysis
- Pay mix emphasizes performance: GC AIP at 70% target and LTIP at 135% target (70% PS/30% RSAs), aligning with median market levels and shareholder interests .
- 2024 AIP paid despite reliability metric miss due to Incentive EPS and customer satisfaction results (corporate payout 101%), indicating balanced scorecard design limiting undue risk from single‑metric underperformance .
- Equity awards use open‑market shares to minimize dilution; option repricing prohibited; no excise tax gross‑ups; clawbacks enforced .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay approval: 84% in 2024, with continued annual votes .
- TXNM compensation targets median of peer group and WTW general industry benchmark; GC award levels specified in AIP/LTIP tables .
- Peer group includes ~20 utilities (e.g., ALLETE, Alliant, Avista, Black Hills, Portland General Electric, Pinnacle West) sized at ~⅓–3× TXNM revenues .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; clawbacks active; double‑trigger CI vesting; no gross‑ups; option repricing prohibited .
- Related‑party transactions: none reportable since Jan 1, 2024 .
- Reliability metric below threshold in 2024 AIP underscores operational focus; scorecard mitigates single‑metric miss .
Performance Compensation Details
2024 Grants of Plan‑Based Awards (Iverson)
| Type | Grant date | Threshold | Target | Maximum | Grant date fair value ($) |
|---|---|---|---|---|---|
| AIP | 2/29/2024 | 46,045 | 92,090 | 184,180 | — |
| PS (LTIP 2024–2026) | 9/16/2024 | 4,333 | 8,666 | 17,333 | 272,340 |
| Sign‑on RSAs | 9/16/2024 | — | 9,300 | — | 385,834 |
Equity Guideline Compliance
| Requirement | Holding requirement | Actual (12/31/2024) |
|---|---|---|
| GC stock ownership guideline | 3× base salary | 0.9× (committee notes reasonable progress) |
Investment Implications
- Alignment and retention: Iverson’s pay design is highly performance‑linked (AIP 70%, LTIP 135% with 70% PS), supported by strict clawbacks and no hedging/pledging—positive for alignment, though current ownership is below the 3× guideline due to short tenure .
- Near‑term selling pressure: 4,650 sign‑on RSAs vest on 9/16/2025 and PS awards deliver in early 2027 subject to performance; watch Form 4s around vest dates for potential sales to cover taxes/liquidity .
- Execution risk: 2024 reliability metric miss and FFO/Debt below threshold in 2022–2024 LTIP indicate continued focus on grid reliability and credit metrics; LTIP metrics (Earnings Growth, TSR, FFO/Debt) set a rigorous bar .
- Change‑in‑control economics: Double‑trigger and full PS eligibility post‑amendment can be retention‑supportive in strategic scenarios without shareholder‑unfriendly gross‑ups .