E. Renae Conley
About E. Renae Conley
E. Renae Conley, age 67, has served on the TXNM Energy, Inc. Board since 2014; she is an independent director who chairs the Compensation and Human Capital (Comp & HC) Committee and serves on the Audit and Ethics Committee, and is designated an “audit committee financial expert.” She is CEO of ER Solutions, LLC, and holds a B.S. in Accounting and an MBA from Ball State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Corporation and subsidiaries | EVP, Human Resources & Administration and Chief Diversity Officer; CEO, Entergy Louisiana; CEO, Entergy Gulf States Louisiana | Not disclosed | Led utility restoration in Louisiana after major hurricanes (operational leadership and crisis management) |
| PSI Energy/Cinergy Corporation | Various executive roles including President, Cincinnati Gas & Electric | Not disclosed | Utility operating leadership experience |
External Roles
| Organization | Public/Private | Role | Committees/Details |
|---|---|---|---|
| Southwest Gas Holdings, Inc. | Public | Chair of the Board; Director | Audit Committee; Compensation Committee |
| The Indiana Toll Road Concession LLC (IFM Investors) | Private | Director | Subsidiary operating the Indiana East–West Toll Road |
| US Ecology, Inc. (acquired) | Former Public | Director (prior to acquisition by Republic Services) | Not disclosed |
| Advanced Disposal Services, Inc. (acquired) | Former Public | Director | Not disclosed |
| ChoicePoint Inc. (acquired) | Former Public | Director | Not disclosed |
Board Governance
- Committee assignments (2025 confirmed Dec 3, 2024): Compensation & Human Capital (Chair); Audit & Ethics (member). The Board has determined she is independent.
- Audit & Ethics Committee responsibilities include financial reporting integrity, internal controls, auditor oversight, compliance, and cyber risk oversight; Conley is one of the members designated as an “audit committee financial expert.”
- Comp & HC Committee responsibilities include CEO pay setting, officer pay/ownership guidelines, compensation risk oversight, and use of an independent consultant (Pay Governance). No committee interlocks or insider participation in 2024.
- Attendance and engagement: In 2024 the Board held 7 meetings; all incumbent directors attended 94% of total Board and committee meetings. Audit held 6 meetings (6 executive sessions); Comp & HC held 3 meetings (3 executive sessions). All directors serving attended the 2024 annual meeting.
- Independence practices: Majority independent Board; independent lead director; all committees composed entirely of independent directors; regular executive sessions of independent directors.
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly |
| Committee chair retainer (Comp & HC Chair) | $15,000 | Paid quarterly |
| Board meeting fees | $3,000 | $1,500 per meeting over eight per year; total shown for 2024 |
| Total cash fees (Conley) | $123,000 | 2024 actual |
| Equity grant (restricted stock rights) | $135,000 | 3,568 RS rights granted June 4, 2024 at $37.84; vest on 1-year anniversary |
| Total 2024 compensation (Conley) | $258,000 | Fees + stock awards |
- 2025 changes approved: cash retainer increased to $115,000; Audit Chair retainer to $20,000; annual equity grant to $145,000 (market value).
Performance Compensation
| Director Equity Grant Details (2024) | Value/Shares | Vesting/Terms |
|---|---|---|
| Annual restricted stock rights (non-employee directors) | $135,000; 3,568 units | Vest on the first anniversary of grant; subject to acceleration on specified events; directors may defer receipt under a board program adopted in 2017 |
- No stock options or non-equity incentive plans are used for directors; supplemental meeting fees of $1,500 apply only after eight meetings/year.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Southwest Gas Holdings, Inc. (Chair; Audit; Compensation) |
| Potential interlocks | Company discloses no Compensation Committee interlocks or insider participation in 2024. |
| Related-party transactions | Policy requires pre-approval of any related-person transactions; none reportable since Jan 1, 2024. |
| Hedging/pledging | Prohibited for directors and officers under Insider Trading Policy. |
Expertise & Qualifications
- Energy and utility leadership across finance, operations, and human resources; former CEO roles at regulated utilities (Entergy Louisiana and Entergy Gulf States Louisiana) and President of Cincinnati Gas & Electric (PSI/Cinergy).
- Audit committee financial expert with over 30 years in the energy industry; brings regulatory, operational restoration (post-hurricane) and human capital expertise.
- Education: B.S. in Accounting and MBA from Ball State University.
Equity Ownership
| Ownership (as of March 24, 2025) | Shares/Units | Notes |
|---|---|---|
| Shares held | 22,725 | Direct/indirect |
| Right to acquire within 60 days | 6,268 | Includes potential accelerated vesting of director awards as defined |
| Total beneficial ownership | 28,993 | “Less than 1%” of outstanding |
| Deferred restricted stock rights | 5,554 | Elected deferral under director program |
| Director ownership guidelines | 5x annual cash retainer; must hold 100% of vested RS rights until guideline met; all directors have met or are expected to meet in the applicable timeframe. | |
| Hedging/pledging | Not permitted for directors/officers. |
Governance Assessment
- Strengths: Independent status; chairs Comp & HC and is an audit committee financial expert; robust sector and regulatory expertise; balanced director pay structure with meaningful equity; ownership and retention guidelines and no hedging/pledging enhance alignment; no related-party transactions disclosed; no Comp Committee interlocks; strong Board process with executive sessions and majority independence.
- Engagement signals: Board met 7 times in 2024 with 94% aggregate attendance; Conley’s committees met frequently (Audit 6; Comp & HC 3) with executive sessions, indicating active oversight cadence.
- Shareholder sentiment: 84% support on 2024 Say-on-Pay suggests stable investor confidence in pay governance overseen by her committee.
- Watch items: TXNM’s Director Service Policy generally limits service to 12 years (directors serving more than 12 years submit resignation for consideration); Conley has been a director since 2014, so refreshment timing may arise in coming cycles. She also serves as Chair at another public utility (Southwest Gas Holdings), which warrants monitoring for time commitments, though no conflicts are disclosed and related-party transactions are absent.