Steven C. Maestas
About Steven C. Maestas
Independent director of TXNM Energy, Inc.; age 61; joined the Board in 2024. Current CEO of Maestas Development Group with prior leadership in commercial real estate brokerage; committee assignments: Audit and Ethics, and Finance; the Board has affirmed his independent status under NYSE standards . The Board’s committees are entirely composed of independent directors and meet regularly in executive session, with a lead independent director structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maestas Development Group | Chief Executive Officer | — | Leads commercial real estate development across the Southwest |
| Maestas & Ward Commercial Real Estate | Founder, Chairman, Managing Partner | — | Built one of NM’s largest commercial real estate brokerage/management firms; strategic transactions and economic development engagement |
| Federal Reserve Bank of Kansas City | Board Member (Chair/Deputy Chair, former) | — | Regional economic oversight and policy input |
| Albuquerque Economic Development | Chair (former) | — | Economic strategy and business attraction |
| Albuquerque Community Foundation | Trustee and Chair (former) | — | Philanthropy governance and community impact |
| CNM Ingenuity, Inc. | Board Member (former) | — | Workforce development and training initiative oversight |
Note: Exact tenure dates are not disclosed in the proxy .
External Roles
| Organization | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|
| Enterprise Bank & Trust | Advisory Board Member | Not disclosed as public in proxy | Banking relationship advisory; no related-party transactions reported by TXNM |
| Federal Reserve Bank of Kansas City | Board (former Chair/Deputy Chair) | Not a public company | Policy/economic oversight; no TXNM transactions disclosed |
Board Governance
- Independence: Board determined all non-employee nominees, including Maestas, are independent; only Collawn (CEO) and Tarry (President/COO) are non-independent .
- Board and committee practice: Committees comprised entirely of independent directors; regular executive sessions of independent directors; lead independent director (Norman P. Becker) with defined duties .
- Attendance: In 2024, the Board met 7 times; all incumbent directors attended 94% of Board and committee meetings on which they served .
| Year/Period | Committees (Maestas) | Chair Roles | Meetings (Committee Totals) |
|---|---|---|---|
| 2024 | Audit; Finance | None | Audit 6; Finance 3 |
| 2025 (confirmed Dec 3, 2024) | Audit; Finance | None | — (membership confirmation) |
Fixed Compensation
| Year | Cash Fees ($) | Breakdown | Notes |
|---|---|---|---|
| 2024 | 78,750 | Annual retainer $78,750; no committee chair, meeting, or lead director fees | Reflects prorated retainer given 2024 appointment |
- Standard non-employee director pay (2024 framework): $105,000 cash retainer; restricted stock rights valued at $135,000; chair retainers $15,000; lead director retainer $30,000; supplemental meeting fees $1,500 after eight meetings .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Fair Value per Unit ($) | Total Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| June 4, 2024 | Restricted stock rights (RSRs) | 3,568 | 37.84 | 135,000 | Vests on first anniversary; outstanding RSRs scheduled to vest in May 2025; deferral election allowed |
- Equity award governance: Awards under PEP; no option repricing; “double trigger” vesting on change-in-control; incentive awards subject to clawback/forfeiture policies; director hedging/pledging prohibited .
Other Directorships & Interlocks
| Company/Entity | Relationship to TXNM (customer/supplier/competitor) | Notes |
|---|---|---|
| Enterprise Bank & Trust (Advisory Board) | None disclosed | No related-party transactions requiring disclosure since Jan 1, 2024 |
| Federal Reserve Bank of Kansas City (former board) | None | Policy institution; no TXNM transactions |
Expertise & Qualifications
- Leadership and strategy; finance/capital allocation; risk management; corporate governance; customer/community engagement .
Equity Ownership
| Holder | Shares Held | Right to Acquire within 60 Days | Total Beneficial Ownership | % Outstanding | Deferred RSAs |
|---|---|---|---|---|---|
| Steven C. Maestas | — | 3,568 | 3,568 | <1% | — |
- Ownership alignment: Director stock ownership guideline = 5x annual cash retainer; directors must hold 100% of vested stock until guideline met; Board states all directors have met or are expected to meet guidelines in the applicable timeframe .
- Hedging/pledging: Prohibited for directors and officers under Insider Trading Policy .
Insider Trades
| Item | Status |
|---|---|
| Section 16 filings compliance | Company states all directors met applicable filing requirements |
Governance Assessment
-
Positive signals:
- Independent status; service on Audit and Finance enhances oversight of financial reporting, internal controls, capital allocation, and risk .
- Strong governance architecture: independent committees, lead independent director, executive sessions; prohibitions on hedging/pledging; clawback and double-trigger vesting policies .
- Director compensation aligned to market median via Pay Governance reviews; mix of cash and time-vested equity; ownership guidelines promote alignment .
-
Watch items:
- Low current personal ownership (3,568 RSRs; <1% of shares) reflects new tenure; must build to 5x retainer guideline over time .
- External role as CEO of a real estate developer: monitor any TXNM transactions with entities in which Maestas has interests; current proxy discloses no related-party transactions since Jan 1, 2024 .
RED FLAGS
- None disclosed for related-party transactions, hedging/pledging, or attendance; Section 16 compliance affirmed .
Investor sentiment context: 2024 Say-on-Pay approved by 84% of votes, indicating general support for compensation governance (NEO-focused) .