Maureen T. Mullarkey
About Maureen T. Mullarkey
Maureen T. Mullarkey (age 65) is an independent director at TXNM, serving since 2014. She is the former EVP and CFO of International Game Technology (IGT), with 19 years in executive finance roles covering investor relations, accounting, treasury, tax, IT, and enterprise functions; she holds a B.S. from the University of Texas and an MBA from the University of Nevada, Reno . She currently chairs TXNM’s Audit Committee and serves on the Finance Committee, bringing extensive financial literacy and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Game Technology (IGT) | EVP & CFO | 19 years | Led investor relations, finance, accounting, treasury, tax, information systems, enterprise functions |
| NV Energy, Inc. | Director (prior) | Not disclosed | Public utility governance experience |
| University of Nevada Foundation; Nevada Museum of Art; Desert Research Institute; Renown Health; Community Foundation of Western Nevada; Nevada Women’s Fund; UNR College of Business Advisory Board | Board roles (prior) | Not disclosed | Non-profit governance; community engagement |
| Nevada Institute for Renewable Energy Commercialization | Entrepreneur in Residence | Not disclosed | Renewable energy commercialization expertise |
| Private investment firm | Partner (prior) | Not disclosed | Investment experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Everi Holdings, Inc. (NASDAQ) | Director | Not disclosed | Audit, Compensation, Nominating committees |
Board Governance
- Independence: The Board affirmed all non-employee directors (including Mullarkey) are independent; only the CEO and COO are non-independent .
- Committee assignments: Audit and Ethics Committee Chair; Finance Committee member .
- Committee meetings: Audit (6 meetings; 6 executive sessions), Finance (3), Compensation & HC (3; 3 executive sessions), Nominating (3) in 2024 .
- Audit Committee composition: Mullarkey (Chair), E. Renae Conley, Alan J. Fohrer, Sidney M. Gutierrez, Steven C. Maestas; KPMG appointed for 2025, fees preapproved by the Committee .
- Audit Committee guardrails: Charter prohibits serving on audit committees of more than two other public companies; all members financially literate; Conley and Fohrer designated “financial experts” .
- Lead Independent Director: Norman P. Becker (since Jan 1, 2021); independent directors meet regularly in executive sessions .
- Attendance: In 2024, all incumbent directors attended 94% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance policies: Majority voting for directors; prohibition on hedging and pledging; stock ownership guidelines; clawback for incentive awards; proxy access; regular board/committee self-evaluations .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Retainer | 105,000 | Standard cash retainer |
| Committee Chair Fee | 15,000 | Audit Chair |
| Board Meeting Fees | 3,000 | 2024 meeting fees |
| Total Cash Fees | 123,000 | Sum of cash components |
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Grant-Date Fair Value/Unit ($) | Total Grant-Date Fair Value ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| Restricted Stock Rights (PEP) | June 4, 2024 | 3,568 | 37.84 | 135,000 | May 2025 | Directors may elect to defer; Mullarkey shows no deferred RSAs in ownership table |
- No director performance metrics (e.g., TSR, revenue, EBITDA) are tied to non-employee director pay; equity awards are time-based RSAs under the PEP with clawback provisions applicable to incentive awards .
Other Directorships & Interlocks
| Company | Relationship to TXNM | Committee Interlock Risk | Notes |
|---|---|---|---|
| Everi Holdings, Inc. | Unrelated industry (gaming technology) | Within audit committee limits (TXNM Charter allows ≤2 other audit committees) | Serves on Audit, Compensation, Nominating at Everi |
| NV Energy, Inc. (prior) | Same broad sector (regulated utility) | Prior service only | Public utility governance experience |
- The Board determined non-employee directors’ relationships with TXNM consist only of Board/committee service and normal customer/shareholder status, supporting independence and low related-party exposure .
Expertise & Qualifications
- Financial expertise and literacy from senior public tech company roles; strategic and operational leadership; regulated utility experience and sustainability/renewable energy exposure .
- All Audit Committee members financially literate; Chair role signals oversight strength; Committee self-evaluation confirmed charter responsibilities fulfilled in 2024 .
Equity Ownership
| Category (as of March 24, 2025) | Shares |
|---|---|
| Shares Held | 17,809 |
| Right to Acquire within 60 Days | 11,254 |
| Total Beneficially Owned | 29,063 |
| Percent of Outstanding | <1% |
| Deferred RSAs | — (none listed) |
- Stock ownership guidelines apply to directors; details referenced on pages 17 and 51 of the proxy .
- Hedging and pledging of Company securities are prohibited for directors and executive officers .
Governance Assessment
-
Strengths:
- Audit Committee Chair with deep CFO experience; robust independence posture and governance controls (majority voting, executive sessions, proxy access, clawbacks, no hedging/pledging) .
- Clear oversight of auditor independence and fees; Audit Committee preapproves all audit/non-audit services; KPMG ratification and transparent fee disclosure .
- Consistent Board engagement (94% attendance) and annual meeting participation .
- Ownership alignment through meaningful share holdings and annual RSAs; guidelines in place .
-
Watch items / potential risks:
- Tenure approaching TXNM’s Director Service Policy threshold (director since 2014; policy discourages service beyond 12 years absent conditions); evaluate refreshment timing and succession on Audit leadership .
- Multiple audit committee memberships are permissible up to two other public boards; monitor aggregate audit workload given TXNM chair responsibilities and Everi committee service .
-
Shareholder sentiment:
- Say-on-Pay approval was 84% in 2024, signaling acceptable alignment on compensation programs; while NEO-focused, it reflects broader governance confidence .