James A. Hughes
About James A. Hughes
James A. Hughes (age 62) is an independent director of TXNM Energy, Inc., serving since 2019. He is Managing Partner at Encap Investments L.P., and previously served as CEO of First Solar, Inc., CEO/MD of Prisma Energy Capital, and CEO of AEI Services; earlier senior roles included President/COO of multiple Enron international divisions. He holds a J.D. from the University of Texas at Austin, a certificate in international business law from Queen Mary, University of London, and a B.A. from Southern Methodist University. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encap Investments L.P. | Managing Partner | — | Growth capital to independent energy companies |
| First Solar, Inc. | CEO and Director | — | Led global solar PV provider |
| Prisma Energy Capital LLC | CEO and Managing Director | — | Focused on energy storage investments |
| AEI Services LLC | CEO and Director | — | Owned/operated power distribution and generation in emerging markets |
| Prisma Energy International | President & CEO | — | Led international energy operations |
| Enron Global Assets | President & COO | — | Senior operating leadership |
| Enron Asia, Pacific, Africa & China | President & COO | — | Regional leadership |
| Enron International | Assistant General Counsel | — | Legal leadership |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| Alcoa Corporation | Director | Yes (NYSE) | Audit; Safety, Sustainability & Public Issues |
| TPI Composites, Inc. | Director | Yes (NASDAQ) | Audit |
| Federal Reserve Bank of Dallas | Energy Advisory Committee | No | Member |
| Federal Reserve Bank of San Francisco (Los Angeles Branch) | Former Chair | No | Board leadership (prior) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board determined; only Collawn and Tarry are non-independent) |
| Years of Service | Director since 2019 |
| Current Committee Roles (2025) | Finance Committee Chair; Nominating & Governance Committee member |
| 2024 Committee Roles | Finance Committee member; Nominating & Governance Committee member |
| Board Meetings (2024) | Board met 7 times; all incumbent directors attended 94% of Board/committee meetings |
| Committee Meetings (2024) | Audit 6; Compensation & HC 3; Finance 3; Nominating 3; executive sessions: Audit 6, Compensation & HC 3 |
| Lead Independent Director | Norman P. Becker; $30,000 retainer; specified oversight duties |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | |
| Board meeting fees | $3,000 | |
| Committee chair fees | $0 (not a chair in 2024) | |
| Equity – Restricted stock rights (RSRs) | $135,000 fair value; 3,568 RSRs granted June 4, 2024 | |
| Total 2024 director compensation | $243,000 |
Program parameters and vesting:
- RSRs vest on first anniversary of grant; 2024 grants will vest in May 2025 per company schedule; grants typically made after the Annual Meeting. The number of RSRs is determined by dividing $135,000 by closing price ($37.84 on June 4, 2024). The PEP prohibits option repricing; clawback applies; no hedging or pledging permitted.
2025 changes (Board-approved):
- Annual cash retainer increased to $115,000; Audit Chair retainer to $20,000; annual RSR award market value to $145,000.
Performance Compensation
Directors do not receive performance-based cash bonuses or PSUs; equity awards are time-vested restricted stock rights (no options). No meeting-based variable pay beyond supplemental fees after eight meetings.
Other Directorships & Interlocks
| Company | Industry Relation to TXNM | Potential Interlock/Conflict |
|---|---|---|
| Alcoa Corporation | Industrial metals; potential end-customer of utilities; no related-party transactions disclosed with TXNM | None disclosed; Related Person Transaction Policy reports no material related-party transactions since Jan 1, 2024 |
| TPI Composites, Inc. | Wind components supplier; no direct utility supply relationship disclosed | None disclosed; same policy disclosure |
Expertise & Qualifications
- Finance and capital allocation, risk management, cybersecurity, governance, and regulated energy/utility sector insight. Significant sustainability and environmental exposure from renewable energy leadership. Legal training enhances oversight rigor.
Equity Ownership
| Measure (as of March 24, 2025) | Amount |
|---|---|
| Shares held | 11,007 |
| Right to acquire within 60 days | 5,786 |
| Total beneficial ownership | 16,793; less than 1% of outstanding shares |
| Director stock award outstanding | 3,568 restricted stock rights vesting in May 2025 |
| Director ownership guidelines | Hold ≥5x annual cash retainer; must hold 100% of vested RSRs until guideline met; directors have met or are expected to meet within time frame |
Section 16 compliance:
- The company believes all directors met Section 16(a) reporting requirements; largest shareholders and ownership tables disclosed.
Governance Assessment
- Committee leadership and independence: Chairing Finance and sitting on Nominating provide direct oversight of capital structure, liquidity, hedging, and board composition; independence affirmed by Board. Attendance was strong (94% across incumbents), and independent directors meet regularly in executive sessions.
- Compensation alignment: Director pay mix is cash retainer plus time-vested stock; stock ownership guidelines (5x retainer; mandatory retention of vested shares) align incentives with long-term shareholder value. No hedging or pledging allowed; equity awards subject to clawback.
- Other directorships: Service on Alcoa and TPI audit/sustainability committees adds industrial and renewable supply chain perspective without disclosed related-party conflicts with TXNM.
- RED FLAGS: None disclosed. No related-party transactions; no hedging/pledging; no option repricing; robust clawback; director service policy with term limits; majority independent board and fully independent committees.
Investor confidence signals: Independent oversight, finance chair role, strong attendance, equity ownership requirements, and prohibition on pledging/hedging collectively support alignment and risk controls.