Elisabeth A. Eden
About Elisabeth A. Eden
Senior Vice President & Chief Financial Officer of TXNM Energy since May 21, 2022; joined the company in 2001 and announced plans to retire after a successor is identified, anticipated no sooner than March 15, 2025 . Age 55 as of May 2022 . Company performance under her finance leadership ties pay-to-performance: 2024 Incentive EPS was $2.74, AIP paid at 101% of target; 2022–2024 LTIP earned PS at 71% of target on 3.8% earnings growth and 12.6% FFO/Debt; five-year TSR proxy graph shows $100 invested grew to $113.12 by 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TXNM Energy | Senior Vice President, Chief Financial Officer & Treasurer | Appointed 5/21/2022 | Elevated finance leadership across TXNM’s regulated utilities |
| TXNM Energy | Vice President & Treasurer | Not disclosed | Corporate treasury, capital markets, liquidity management |
| TXNM Energy | Vice President & Chief Information Officer | Not disclosed | Technology and systems leadership |
| TXNM Energy | Vice President, Human Resources | Not disclosed | Human capital strategy and programs |
Fixed Compensation
Multi-year compensation components (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 354,716 | 395,192 | 430,475 |
| Bonus ($) | — | 70,000 | 70,000 |
| Stock Awards ($) | 201,430 | 318,702 | 294,022 |
| Non-Equity Incentive Plan Compensation ($) | 260,250 | 346,680 | 284,125 |
| All Other Compensation ($) | 118,524 | 142,416 | 161,199 |
| Total ($) | 934,920 | 1,272,990 | 1,239,821 |
Base salary and target bonus updates:
- Base salary set at $421,313 for 2024 (from $401,250 in 2023), increased to $450,000 effective July 1, 2024 .
- AIP target bonus 60% (2023), increased to 65% effective July 1, 2024 (prorated) .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Corporate Scorecard
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor | Weighted Result |
|---|---|---|---|---|---|---|---|
| Incentive EPS ($/share) | 60% | ≥2.65 | ≥2.70 | ≥2.80 | 2.74 | 140% | 84.0% |
| Customer Satisfaction (PNM Survey) | 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 combined) | 20% | 109 | 104 | 98 | 122 | 0% | 0.0% |
| Total AIP Payout | — | — | — | — | — | — | 101% of target |
LTIP – 2022–2024 PS Payouts (Earned in Feb 2025)
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Result |
|---|---|---|---|---|---|---|
| Earnings Growth | 75% | ≥2.0% | ≥4.0% | ≥6.0% | 3.8% | 71% aggregate PS |
| FFO/Debt Ratio | 25% | ≥13.0% | ≥14.0% | ≥16.0% | 12.6% | 0% |
| Aggregate PS Result | — | — | — | — | — | 71% of target |
2024 LTIP performance design (2024–2026):
- Earnings Growth (50%), Relative TSR vs EEI Index (25%), FFO/Debt Ratio (25%) with threshold/target/maximum as shown .
Grants of Plan-Based Awards in 2024 (Eden)
| Award | Grant Date | Target (#) | Max (#) | Grant-Date FV ($) |
|---|---|---|---|---|
| PS (2024–2026) | 3/1/2024 | 6,487 | 12,975 | 203,862 |
| RSA (time-vested) | 3/1/2024 | 2,780 (shares) | — | 90,160 |
| AIP Target ($) | 2/29/2024 | 281,311 | 562,623 | — |
Vesting schedules:
- RSAs vest one-third on March 7, 2025; March 7, 2026; March 7, 2027 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares Held | Right to Acquire within 60 Days | Total Beneficial | % of Class | Deferred RSAs |
|---|---|---|---|---|---|
| E. A. Eden | 21,921 | 4,723 | 26,644 | <1% | — |
Ownership Guidelines vs Actual
| Requirement (multiple of base salary) | Actual (multiple of base salary) | As-of |
|---|---|---|
| 3x (SVP/CFO) | 2.6x | 12/31/2024 price $49.17 |
Policies and alignment safeguards:
- Hedging and pledging of Company securities prohibited for directors and executive officers; pre-clearance required; 10b5-1 plans permitted only if compliant .
- Clawback policy (effective Dec 1, 2023) covering restatements and improper conduct for all Officers; recovery of incentive compensation as applicable .
- No stock options have been granted under the PEP since 2010; no option repricing without shareholder approval .
Outstanding Equity Awards (12/31/2024)
| Award Type | Unvested/Unearned (#) | Market Value ($) |
|---|---|---|
| RSAs (time-vested) | 2,780 | 136,693 |
| PS 2022 (earned) | 2,756 | 135,513 |
| PS 2023–2025 (target basis) | 4,542 | 223,330 |
| PS 2024–2026 (max basis) | 12,975 | 637,981 |
Employment Terms
- Retirement transition: Eden announced intent to retire with Effective Date no sooner than March 15, 2025, continuing in role until successor identified .
- Retention agreement: Amended in 2022 for $70,000 payments on Jan 15, 2023/2024/2025; $70,000 paid Jan 15, 2024; agreement expired Jan 15, 2025 .
- Severance Plan: For “Impaction” (role eliminated) Officers receive lump sum equal to 14 months base salary plus one week per year of service, capped not to exceed Retention Plan; plus up to 12 months health benefits and up to 5% of base salary in outplacement .
- Change-in-control (CIC) economics: Double-trigger; severance equals 2x eligible compensation (base + average of last three AIP), plus a restrictive covenant payment equal to 1x eligible compensation paid over 12 months; 24 months of benefits and pro-rata AIP at target .
CIC scenario amounts for Eden (as of 12/31/2024):
| Component | Amount ($) |
|---|---|
| Pro-rata AIP (target) | 281,311 |
| RSAs accelerated | 218,217 |
| PS 2022–2024 | 135,513 |
| PS 2023–2025 (pro-rata assumed) | 73,657 |
| PS 2024–2026 (assumed) | 366,808 |
| Retention Bonus (if applicable) | 67,123 |
| Health & Welfare | 34,126 |
| Cash Severance | 2,167,157 |
| Legal/Outplacement | 20,000 |
| Total | 3,363,912 |
Other governance context:
- Say-on-Pay support: 84% approval in 2024 .
- Peer compensation benchmarks and pay mix: SVP LTIP target 85% of salary (70% PS, 30% RSAs); AIP targets benchmarked at market median .
Investment Implications
- Pay-for-performance alignment is intact: AIP paid near target on EPS/customer metrics (reliability miss); LTIP PS paid at 71% of target with earnings growth below target; compensation constructs emphasize earnings growth, TSR, and credit metrics, limiting windfalls .
- Near-term retention transition risk: Eden’s announced retirement timing introduces succession execution risk in finance function until a successor is seated; specific CIC/severance terms mitigate abrupt departures but imply meaningful cash obligations in a transaction .
- Equity alignment: Eden’s ownership at 2.6x salary vs 3x guideline suggests continued build toward guideline; policy requires holding 100% of vested equity until compliant; hedging/pledging prohibited, reducing misalignment risks .
- Vesting calendar may create technical supply: RSAs vest 3/7/2025–2027 and PS delivery occurs post-performance periods, which can add predictable insider settlement windows; Company funds awards via open-market purchases, minimizing share count dilution but still EPS-dilutive while outstanding .
All information cited from TXNM’s 2025 DEF 14A and SEC filings as referenced above.