Lillian J. Montoya
About Lillian J. Montoya
Independent director of TXNM Energy, Inc.; age 58; first elected in 2024. President and CEO of CHRISTUS St. Vincent Health System with prior roles including COO, Chief Administrative Officer, and VP of Public Affairs, Marketing, Communications & Advocacy; B.A. and M.B.A. from the University of New Mexico . She is currently a member of the Compensation and Human Capital Committee and the Nominating and Governance Committee; her background emphasizes leadership, strategy, governance, regulated environments, community engagement, risk management, and human capital . The Board has determined she is independent under NYSE standards and company policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CHRISTUS St. Vincent Health System | President & CEO | Not disclosed | Led organizational and cultural transformation; Best Place to Work (6 years), Leapfrog Safety Grade “A”; joined Mayo Clinic Care Network for quality and safety focus . |
| CHRISTUS St. Vincent Health System | Chief Operating Officer | Not disclosed | Senior operating leadership . |
| CHRISTUS St. Vincent Health System | Chief Administrative Officer | Not disclosed | Senior administrative leadership . |
| CHRISTUS St. Vincent Health System | VP, Public Affairs/Marketing/Communications & Advocacy | Not disclosed | External engagement and advocacy leadership . |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| NM Bank & Trust (Heartland Financial USA, Inc.) | Bank Division Board Member (NM) | Financial Services | Division-level board role; HTLF is a public company, but her role is at the bank division, not disclosed as a corporate board directorship . |
| Federal Reserve Bank of Kansas City | Economic Council Member | Policy/Advisory | Economic council engagement . |
| New Mexico Hospital Association | Board Member (former Chair) | Healthcare | Statewide hospital association leadership . |
| Santa Fe Opera | Board Member | Non-profit arts | Community engagement . |
| International Women’s Forum – NM | Member | Professional | Leadership network . |
| New Mexico Amigos | Member | Civic | Civic leadership . |
Board Governance
- Independence status: Board affirmatively determined Montoya is independent; all committees comprised entirely of independent directors .
- Board/committee attendance: In 2024 the Board met seven times; all incumbent directors attended 94% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; Compensation & HC Committee held three executive sessions in 2024 .
- Lead Independent Director: Norman P. Becker; duties include agenda approval, coordinating committee chairs, chairing independent sessions; receives $30,000 retainer .
- 2024 committee service (historical): Audit and Ethics; Compensation and Human Capital .
- 2025 committee assignments (current): Compensation and Human Capital; Nominating and Governance; not a chair .
| Committee | 2024 Membership | 2025 Membership | Chair | 2024 Meetings | 2024 Exec Sessions |
|---|---|---|---|---|---|
| Audit and Ethics | Yes | No | No | 6 | 6 |
| Compensation & Human Capital | Yes | Yes | No | 3 | 3 |
| Nominating & Governance | No | Yes | No | 3 | — |
| Finance | No | No | No | 3 | — |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Cash fees (annual retainer and meeting fees; prorated) | $78,750 |
| Equity (restricted stock rights grant date fair value) | $135,000 |
| Total | $213,750 |
- 2024 non-employee director program: Annual cash retainer $105,000; annual restricted stock rights with market value $135,000; meeting fee $1,500 after eight meetings; chair retainers $15,000; lead director $30,000 . On June 4, 2024, 3,568 restricted stock rights were granted to each non-employee director at $37.84 per share; vest on first anniversary of grant date, subject to certain accelerations .
- 2025 changes approved: Annual cash retainer increased to $115,000; Audit Chair retainer to $20,000; annual restricted stock rights value increased to $145,000 (policy-level changes applicable to non-employee directors) .
Performance Compensation
Directors do not receive performance-based pay; equity for directors vests with service. As a member of the Compensation & HC Committee, Montoya oversees Company incentive frameworks and outcomes:
| 2024 AIP Corporate Scorecard | Weight | Threshold | Target | Maximum | 2024 Result | Weighted Result |
|---|---|---|---|---|---|---|
| Incentive EPS | 60% | ≥ $2.65/share | ≥ $2.70/share | ≥ $2.80/share | $2.74/share (140% multiplier) | 84.0% |
| Customer Satisfaction (PNM Research & Polling) | 13% | 7.4 | 7.5 | 7.8 | 7.4 (50% multiplier) | 6.5% |
| Customer Satisfaction (TNMP REP Satisfaction) | 7% | 4.0 | 4.3 | 4.7 | 4.5 (150% multiplier) | 10.5% |
| Reliability (SAIDI, weighted 67%/33%) | 20% | 109 | 104 | 98 | 122 (0% multiplier) | 0% |
| Aggregate performance | — | — | — | — | 101% of target payout | — |
| 2024 LTIP PS Awards Performance Goals (2024–2026) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Earnings Growth | 50% | ≥ 3.0% | ≥ 5.0% | ≥ 8.0% |
| Relative TSR (EEI Utilities Index) | 25% | ≥ 35th percentile | ≥ 50th percentile | ≥ 90th percentile |
| FFO/Debt Ratio | 25% | ≥ 13% | ≥ 14% | ≥ 16% |
- 2022–2024 LTIP result: PS awards earned at 71% of target (Earnings Growth 3.8% between threshold and target; FFO/Debt 12.6% below threshold) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Public company boards | None disclosed | — | None disclosed . |
| NM Bank & Trust (HTLF division) | Bank Division Board Member | Not disclosed | Financial services affiliation; no TXNM related-party transactions disclosed . |
| Policy/Non-profit boards | See External Roles section | — | No TXNM related-party transactions disclosed . |
Expertise & Qualifications
- Leadership and strategy; finance/capital allocation; risk management; regulated industry experience; corporate governance; customer/community engagement; labor and human capital .
- Healthcare system CEO experience; transformation and quality/safety recognitions (Leapfrog Safety Grade “A”; Best Place to Work; Mayo Clinic Care Network membership) .
Equity Ownership
| As of March 24, 2025 | Shares Held | Right to Acquire within 60 Days | Total Beneficially Owned | % Outstanding | Deferred Restricted Stock Rights |
|---|---|---|---|---|---|
| L. J. Montoya | — | — | — | * | 3,568 |
- Director stock ownership guidelines: Hold shares equal to 5x annual cash retainer; must retain 100% of vested restricted stock rights until guideline met; deferral program available for restricted stock rights . Company believes directors have met or will meet holding requirements within the applicable timeframe .
- Insider Trading Policy prohibits hedging and pledging of Company stock by directors and officers .
Governance Assessment
- Committee impact: Montoya’s roles on Compensation & HC and Nominating position her to influence executive pay design, governance policies, and board refreshment; committees are fully independent and use an independent consultant (Pay Governance) for benchmarking and design, enhancing rigor and investor alignment .
- Independence and engagement: Affirmed independent; Board met seven times in 2024 with 94% attendance across incumbents; independent directors meet in executive session each regular meeting, supporting oversight quality .
- Alignment and incentives: Director compensation mix (cash + time-vested equity) and strong stock ownership guidelines promote alignment; Montoya’s 2024 equity grant (3,568 restricted stock rights) is deferred, with vesting aligned to service and ownership requirements .
- Conflicts/related parties: Company reports no related person transactions since Jan 1, 2024; strict related party policy under Nominating oversight and prohibitions on hedging/pledging mitigate conflict risk .
- Shareholder signals: 2024 Say‑on‑Pay passed with 84% support, indicating general investor confidence in pay practices overseen by the Compensation & HC Committee .
- Red flags: None disclosed specific to Montoya. Note that as a newer director she reported no beneficial share ownership as of March 24, 2025 (deferred restricted stock rights only); while within policy and typical for new directors, investors may monitor progression toward the 5x retainer guideline over time .