Patricia K. Collawn
About Patricia K. Collawn
Patricia K. Collawn is Chair and Chief Executive Officer of TXNM Energy, serving as Chair since 2012 and as President from 2010 to 2022; she is age 66 and has been a director since 2010. She holds a B.A. from Drake University and an M.B.A. from Harvard Business School, and previously led PNM’s transformation with the earliest 100% carbon‑free generation goal by 2040 among U.S. IOUs. Recent performance context: TXNM delivered ongoing earnings of $2.74 per diluted share in 2024, raised its annual dividend by 5.2% for 2025, and a $100 investment in TXNM on 12/31/2019 grew to $113.12 by 12/31/2024 with dividends reinvested.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TXNM Energy | Chair | 2012–present | Combined Chair/CEO role provides unified strategic leadership and contemporary industry insights; Board balances with Lead Independent Director oversight. |
| TXNM Energy | CEO | — | Provides strong, unified leadership; deep industry/regulatory expertise guides strategy, risk oversight. |
| TXNM Energy | President | 2010–2022 | Led operations and strategic initiatives across utilities PNM and TNMP. |
| PNM Resources | COO; Utilities President | — | Operational leadership and regulatory navigation for utility subsidiaries. |
| Public Service Company of Colorado (Xcel Energy subsidiary) | President & CEO | — | Executive leadership of regulated utility operations. |
| Electric Power Research Institute | Chair (past) | — | Industry technology and policy leadership; supports risk and sustainability oversight. |
| Nuclear Electric Insurance Limited | Chair (past) | — | Governance in energy sector risk financing. |
External Roles
| Organization | Role | Committees/Details | Years |
|---|---|---|---|
| Cheniere Energy, Inc. (NYSE) | Director | Audit; Compensation committees | — |
| Edison Electric Institute (EEI) | Board; Interim President & CEO | Past Chair; Distinguished Leadership Award | — |
| Equitrans Midstream Corporation (NYSE) | Director (past) | — | — |
| EVgo, Inc. (NASDAQ) | Director (past) | — | — |
| CTS Corporation (NYSE) | Director (past) | — | — |
| New Mexico Partnership | Chair | Statewide economic development | — |
| University of New Mexico Foundation | Board of Trustees | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,071,821 | 1,146,848 |
| Target Bonus (% of Salary) | 115% | 115% |
| Actual Annual Incentive (AIP) Paid ($) | 1,802,142 | 1,352,483 |
Notes:
- 2025 base salary approved to increase to $1,199,361 effective March 15, 2025.
- AIP structure includes threshold, target, and max; CEO’s AIP payouts are formulaic with no discretionary adjustments in 2024.
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Corporate Scorecard
| Metric | Weight | Threshold | Target | Maximum | Actual | Component Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|---|---|
| Incentive EPS | 60% | ≥$2.65/share | ≥$2.70/share | ≥$2.80/share | $2.74/share | 140% multiplier; 84% weighted | Cash, paid post‑year end per AIP |
| Customer Satisfaction (PNM survey) | 13% | 7.4 | 7.5 | 7.8 | 7.4 | 50% multiplier; 6.5% weighted | Cash |
| Customer Satisfaction (TNMP REP survey) | 7% | 4.0 | 4.3 | 4.7 | 4.5 | 150% multiplier; 10.5% weighted | Cash |
| Reliability (SAIDI blended PNM/TNMP) | 20% | 109 | 104 | 98 | 122 | 0% multiplier; 0% weighted | Cash |
| Aggregate Payout | — | — | — | — | — | 101% of target | Paid in 2025 for 2024 performance |
Long‑Term Incentive Plan (LTIP)
2022–2024 PS Results (earned in Feb 2025):
| Metric | Weight | Threshold | Target | Maximum | Actual | Aggregate PS Payout |
|---|---|---|---|---|---|---|
| Earnings Growth | 75% | ≥2.0% | ≥4.0% | ≥6.0% | 3.8% | 71% weighted |
| FFO/Debt Ratio | 25% | ≥13.0% | ≥14.0% | ≥16.0% | 12.6% | 0% weighted |
| Aggregate | — | — | — | — | — | 71% of target |
2024–2026 PS Goal Structure (approved March 2024):
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Earnings Growth | 50% | ≥3.0% | ≥5.0% | ≥8.0% |
| Relative TSR (vs EEI Utilities Index) | 25% | ≥35th percentile | ≥50th percentile | ≥90th percentile |
| FFO/Debt Ratio | 25% | ≥13% | ≥14% | ≥16% |
Grant detail (2024 awards):
- PS granted 3/1/2024: CEO target 60,031 shares (threshold 30,015; max 120,062); grant‑date fair value $1,886,553.
- RSA granted 3/1/2024: CEO 25,727 shares; grant‑date fair value $834,372; vests in three equal tranches on March 7, 2025/2026/2027.
- Max‑case grant‑date fair value (RSA + PS at max): $4,607,478 for CEO.
Design safeguards and adjustments:
- PS awards are 70% of LTIP mix; RSAs 30%; PSs generally prorate only for qualifying separation in latter half of performance period.
- Clawback policy and “no repricing” under the PEP; double‑trigger vesting for change in control.
Equity Ownership & Alignment
| Ownership Metric (as of 3/24/2025) | Value |
|---|---|
| Shares Held | 749,557 |
| Right to Acquire within 60 Days (incl. ESP II phantom rights) | 139,576 (includes 94,442 ESP II phantom share rights) |
| Total Beneficial Ownership | 889,133 |
| Percent of Shares Outstanding | <1% |
| Officer Stock Ownership Guideline | 5× base salary |
| Actual Holdings Multiple (12/31/2024) | 36.3× for CEO |
| Pledging/Hedging | Prohibited for directors and executive officers |
Vesting schedule indicators and potential selling windows:
- 2024 RSAs: one‑third vested on March 7, 2025; remainder in equal tranches March 7, 2026 and March 7, 2027.
- Insider Trading Policy: pre‑clearance required; trading windows restricted; 10b5‑1 plans permitted and must be pre‑cleared.
Employment Terms
- Contracts: No employment contracts for CEO or other NEOs, other than specific retention arrangements disclosed for certain executives.
- Severance Plan: Benefits payable only if position eliminated without cause per plan terms (described in proxy); structured to mitigate adverse impact and facilitate transitions.
- Change‑in‑Control (Retention Plan): Double‑trigger required (closing of CIC plus qualifying termination); equity generally subject to double‑trigger vesting; designed to align executives with shareholder interests during strategic events.
- Clawback: Adopted August 2023 (effective Dec 1, 2023); recoupment for accounting restatements and improper conduct; applies to all incentive compensation.
- Equity Award Governance: PEP prohibits option repricing; equity awards made under pre‑set process; awards can be scheduled around blackout periods; dilution minimized via open‑market share acquisition.
- Perquisites: Modest and business‑purpose based (e.g., officer life insurance, LTD, ECP, executive physicals; home security for CEO).
Board Governance
- Independence: Board affirms independence of all directors except Patricia K. Collawn (Chair/CEO) and Joseph D. Tarry (President/COO).
- Committee Roles: All standing committees (Audit; Compensation & Human Capital; Finance; Nominating) comprised entirely of independent directors; employee directors do not receive committee assignments.
- Board Service: Collawn has served on TXNM’s Board since 2010; serves as Chair (combined Chair/CEO structure) with balancing oversight by a Lead Independent Director (Norman P. Becker), who approves agendas/schedules, leads executive sessions, and coordinates committee coverage.
- Attendance: In 2024, the Board met seven times; incumbent directors attended 94% of Board and committee meetings; independent directors meet in executive session at each regular meeting.
- Director Compensation: As an employee director, Collawn receives no additional director compensation.
Performance Compensation – Detailed Mechanics
| Plan/Grant | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AIP 2024 | Incentive EPS | 60% | $2.70/share | $2.74/share | 140% (component); 84% weighted | Cash (2025) |
| AIP 2024 | Reliability (SAIDI) | 20% | 104 | 122 | 0% (component) | Cash |
| AIP 2024 | Customer Sat (PNM) | 13% | 7.5 | 7.4 | 50% (component); 6.5% weighted | Cash |
| AIP 2024 | Customer Sat (TNMP REP) | 7% | 4.3 | 4.5 | 150% (component); 10.5% weighted | Cash |
| LTIP 2022–2024 (PS) | Earnings Growth | 75% | 4.0% | 3.8% | Between threshold/target → 71% aggregate | Shares issued (Feb 2025) |
| LTIP 2022–2024 (PS) | FFO/Debt | 25% | 14.0% | 12.6% | Below threshold → 0% component | Shares issued (Feb 2025) |
Director Compensation (Employee Director)
- As a salaried employee, Collawn does not receive director retainers, meeting fees, or director equity; non‑employee director compensation is disclosed separately.
Compensation Peer Group and Benchmarking
- Peer group used for 2024 benchmarking targets median TDC/TCC/base among similarly sized utilities; includes ALLETE, Alliant, Avista, Black Hills, Hawaiian Electric, IDACORP, MDU, NJ Resources, NorthWestern, OGE, ONE Gas, Pinnacle West, Portland General, Southwest Gas.
- Pay governance practices emphasize “pay for performance,” capped awards, double‑trigger CIC, clawbacks, ownership guidelines; independent consultant Pay Governance supports committee; no consultant conflicts identified.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 84% of votes cast supported NEO compensation.
- Ongoing shareholder engagement and alignment reinforced by stock ownership guidelines and clawback policy.
Investment Implications
- Alignment: Very high personal equity alignment (36.3× salary holding requirement vs 5× guideline) and prohibition of hedging/pledging reduce agency risk and forced‑selling risk; governance structure with Lead Independent Director mitigates combined Chair/CEO concerns.
- Performance Incentives: AIP payout at 101% reflected EPS beat offset by reliability shortfall—suggests balanced scorecard discipline without discretionary uplifts; LTIP PS earned at 71% underscores tighter credit metric hurdles (FFO/Debt under threshold), constraining windfalls and aligning with investment‑grade maintenance.
- Upcoming Vesting/Trading Signals: RSA tranches vest March 7 annually through 2027 and may create event‑driven trading windows; insider trading policy imposes blackout/pre‑clearance/10b5‑1 requirements, tempering discretionary timing risk.
- Governance Risk Flags: No options or repricing; no excise tax gross‑ups; clawback expansion (Dec 2023) and double‑trigger CIC vesting standards are shareholder‑friendly; related‑party transactions none since Jan 1, 2024.
Overall, Collawn’s compensation structure is heavily at‑risk with multi‑year earnings/TSR/FFO‑based PSs and disciplined annual scorecard; high ownership and strict hedging/pledging prohibitions strengthen alignment, while independent committee oversight and robust clawbacks reduce governance risk. **[1108426_0001108426-25-000022_txnm-20250328.htm:6]** **[1108426_0001108426-25-000022_txnm-20250328.htm:48]** **[1108426_0001108426-25-000022_txnm-20250328.htm:54]** **[1108426_0001108426-25-000022_txnm-20250328.htm:53]**