Vicky A. Bailey
About Vicky A. Bailey
Independent director of TXNM Energy, Inc. since 2019; age 72. Founder and President of Anderson Stratton International, LLC, with over 30 years of executive, regulatory, and policy experience across the energy sector, including former FERC Commissioner, Indiana Utility Regulatory Commissioner, and President of PSI Energy. Education: B.S. in Industrial Management (Purdue University) and Advanced Management Program (The Wharton School, University of Pennsylvania). Current TXNM committee roles: Compensation and Human Capital (member) and Nominating and Governance (Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Energy Regulatory Commission (FERC) | Commissioner | — | National regulatory oversight of energy markets |
| Indiana Utility Regulatory Commission | Commissioner | — | State utility regulation |
| PSI Energy, Inc. | President | — | Led regulated utility operations |
| U.S. Department of Energy | Assistant Secretary, Domestic Policy & International Affairs | — | Energy policy leadership |
| North American Electric Reliability Corporation (NERC) | Trustee | — | Reliability and security of the grid |
| Blue Ribbon Commission on America’s Nuclear Future | Commissioner/Appointee | — | Nuclear policy review |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| EQT Corporation (NYSE: EQT) | Director | Current | Corporate Governance; Public Policy & Corporate Responsibility |
| Occidental Petroleum Corporation (NYSE: OXY) | Director | Current | Governance & Nominating; Sustainability & Shareholder Engagement |
| Battelle Memorial Institute | Director | Current | Applied science and technology oversight |
| Foundation for Energy Security & Innovation (DOE) | Director | Current | Board of directors |
| The Conference Board | Board of Trustees | Current | Governance/strategy trustee |
| Cheniere Energy, Inc. | Director | Prior | Energy sector board service |
| Equitrans Midstream Corporation | Director | Prior | Energy midstream governance |
| Cleco Corporation | Director | Prior | Regulated utility governance |
Board Governance
- Independence: Board determined Bailey is independent under NYSE standards; only TXNM’s Chair/CEO and President/COO are non-independent .
- Committee leadership: Chair, Nominating Committee; member, Compensation & Human Capital Committee (2025 committee chairs confirmed Feb 25, 2025) .
- Board attendance: In 2024, all incumbent directors attended 94% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; lead independent director structure in place to strengthen oversight .
- Hedging/pledging: Prohibited for directors and officers by Insider Trading Policy; robust clawback policy applies to incentive compensation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $105,000 | Paid quarterly |
| Committee chair fee (2024) | $15,000 | As Nominating Chair |
| Board meeting fees (2024) | $3,000 | Supplemental meeting fees beyond eight meetings |
| Lead director retainer (n/a for Bailey) | $30,000 | Applies to lead independent director only |
| Total cash earned (2024) | $123,000 | Sum of cash elements |
| Equity Component | Grant Details | Value |
|---|---|---|
| Annual restricted stock rights (2024) | 3,568 RS rights granted June 4, 2024 at $37.84; vest on first anniversary, subject to acceleration in certain events | $135,000 grant-date value |
| Total 2024 director compensation | Cash + Equity | $258,000 |
2025 adjustments approved: cash retainer increased to $115,000; Audit Chair retainer to $20,000; equity grant value to $145,000 (Bailey remains Nominating Chair at $15,000) .
Performance Compensation
- Directors at TXNM do not receive performance-based cash bonuses or options for Board service; annual equity grants are time-vested restricted stock rights without performance metrics .
Other Directorships & Interlocks
| Company | Sector | Committee Roles | Potential Interlock Risk |
|---|---|---|---|
| EQT Corporation | Natural gas (production & midstream) | Corporate Governance; Public Policy & Corporate Responsibility | Energy-industry overlap; monitor for TXNM transactions—none disclosed as related-party since Jan 1, 2024 |
| Occidental Petroleum | Oil & gas | Governance & Nominating; Sustainability & Shareholder Engagement | Energy-industry overlap; monitor for TXNM transactions—none disclosed as related-party since Jan 1, 2024 |
TXNM’s Related Person Transaction Policy requires Nominating Committee pre-approval for transactions >$120,000 with related persons; none reportable since Jan 1, 2024 .
Expertise & Qualifications
- Regulatory and policy depth: Former FERC commissioner; DOE Assistant Secretary; state utility regulation (Indiana) .
- Utility leadership: President of PSI Energy; board experience across energy firms; extensive governance work .
- Sustainability and risk: Experience in nuclear operations, energy transition policy, and governance oversight aligns with TXNM’s strategic goals .
Equity Ownership
| Holder | Shares Held | Right to Acquire within 60 Days | Total Beneficial Ownership | % of Outstanding | Deferred RSAs |
|---|---|---|---|---|---|
| Vicky A. Bailey | 13,225 | 3,568 | 16,793 | <1% | — |
- 2024 director RS rights outstanding (3,568) vested in May 2025 .
- Stock ownership guidelines: Directors must hold 5× annual cash retainer; must retain 100% of vested RS rights until threshold is met; all directors have met or are expected to meet requirements within the applicable period .
- Hedging and pledging of TXNM stock are prohibited .
Insider Trades
| Date | Type | Shares | Price | Value | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| Nov 14, 2025 | Sale | 1,800 | $57.73–$58.73 | $103,932 | Direct: 8,994; Indirect (trust): 8,725 |
Governance Assessment
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Strengths:
- Independent director leading the Nominating & Governance Committee; reinforces board refreshment, tenure policy, and governance principles .
- Deep regulatory and energy industry expertise directly relevant to TXNM’s utility operations and transformation strategy .
- Robust governance policies (majority voting, executive sessions, proxy access, clawback, anti-hedging/pledging, director stock ownership guidelines) support investor alignment .
- Board attendance strong in 2024 (94% aggregate); full annual meeting attendance .
-
Watch items / potential red flags:
- Multi-board service (EQT, Occidental, multiple non-profits) can strain bandwidth; monitor individual committee attendance and engagement (aggregate Board attendance is high, but individual rates not disclosed) .
- Sector interlocks (EQT, Occidental) warrant ongoing review for related-party or conflict exposure; TXNM reports no related-person transactions since Jan 1, 2024 .
- 2025 director compensation increases were aligned to peer median; ensure pay levels continue to reflect workload and performance without over-inflation .
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Signals affecting investor confidence:
- Governance leadership and regulatory expertise support board effectiveness amid energy transition and reliability priorities .
- Strong policy framework (clawback, ownership, anti-hedging/pledging) and independent committee oversight enhance alignment and risk controls .
- Say-on-pay support of 84% in 2024 reflects shareholder confidence in compensation governance broadly (contextual, not director-specific) .