OPTION EXERCISES AND STOCK VESTED DURING 2024
| | | | | | | | | | | | | | |
| (a) | (b) | (c) | (d) | (e) |
| Option Awards | Stock Awards |
Name |
Number of
Shares
Acquired on
Exercise
(#) |
Value Realized
on Exercise
($) |
Number of
Shares
Acquired on
Vesting
(#) |
Value Realized
on Vesting
($) |
| | | | (1) |
| P. K. Collawn | — | | — | | 88,239 | | 3,396,060 | |
| J. D. Tarry | — | | — | | 17,859 | | 741,257 | |
| E. A. Eden | — | | — | | 4,874 | | 180,617 | |
B. G. Iverson | — | | — | | 4,650 | | 199,997 | |
| P. V. Apodaca | — | | — | | 16,187 | | 641,960 | |
| (1) Amounts indicated are the aggregate dollar value realized upon the vesting of PS awards and RSAs based on the number of shares acquired on vesting multiplied by the closing price of our common stock on the delivery date, as quoted on the NYSE. |
Retirement Benefits
Tax-Qualified Retirement Plans Available to all Eligible Employees
The retirement benefits under the tax-qualified plans for NEOs are the same as those available for other eligible employees of the Company. The RSP is a 401(k) plan that allows before-tax and after-tax contributions by employees and Company-matching and age-based contributions. The age-based contributions provide for varying contribution rates, from 3% to 10%, depending on the employee’s age, with the highest contribution rate applying to those employees who are 55 or older. Employees direct their own investments in the RSP. The RSP includes a Roth 401(k) feature, which allows an employee to make post-tax contributions that do not reduce the employee’s current taxable income. Withdrawals and other distributions from the Roth 401(k) feature are generally tax free.
Age-based contributions are made regardless of whether the employee defers compensation into the RSP. All of the Company’s contributions to the RSP are in cash, not shares of common stock. Employees may invest in shares of TXNM Energy’s common stock by allocating up to 20% of their respective RSP account balances into a Company stock fund, which is one of 24 investment options under the RSP. All contributions made under the RSP vest immediately.
The RSP results in individual participant balances that reflect a combination of: (1) the employee deferring a portion of cash compensation; (2) annual matching contributions made on behalf of the employee; (3) the age-based contributions made on behalf of the employee in an amount ranging from 3% to 10% of eligible compensation; (4) the annual contributions and deferred amounts being invested at the direction of the employee (the same investment choices are available to all employees); and (5) as in (4), the continuing reinvestment of the investment returns until the accounts are paid out. This means that similarly situated employees, including the NEOs, may have materially different account balances because of a combination of factors including: the number of years they have participated in the RSP, the amount of money contributed, or compensation deferred, at the election of the employee from year to year and the investments chosen by the employee. The RSP does not guarantee minimum returns or above-market returns and an employee’s returns are dependent upon actual investment results.
The ERP is a non-contributory defined benefit pension plan. The ERP provides retirement income based on the employee’s highest three-year average pay as of 1997, social security covered compensation and the length of service upon separation.
Compensation consists of base salary and includes any amount voluntarily deferred under the RSP.
Generally, compensation for these purposes does not include bonuses, payments for accrued vacation, or overtime pay. The ERP was closed to new employees hired on or after January 1, 1998. Prior to January 1, 1998, employees who had at least one year of service and who had attained the age of 21 were eligible to become participants. The ERP was amended as of January 1, 1998, to limit an employee’s credited service to the credited service earned as of December 31, 1997, plus a limited amount of future service. The amount of credited service after December 31, 1997 is based on the employee’s age and years of credited service as of December 31, 1997, but all credited service accruals ceased as of January 1, 2008. Participants in the ERP continue to accrue “total service,” which is the service measure used for purposes of determining an employee’s vesting and eligibility for early and other retirement benefits. An employee’s earnings used for ERP benefit calculations were frozen as of December 31, 1997.
The maximum number of years generally taken into account for purposes of calculating benefits is 32.5. Under limited circumstances, an employee working beyond age 62 could earn an additional 3% retirement benefit. Service begins accumulating from the date of hire and vesting occurs after five years of total service.
Pension Benefits Table
The table below shows the actuarial present value of accumulated benefits payable to the NEO who is a participant under the ERP using interest rate and mortality rate assumptions consistent with those used in our financial statements. See Note 11 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 regarding the valuation method and material assumptions applied in quantifying the present value of the ERP benefits.
| | | | | | | | | | | | | | |
PENSION BENEFITS 2024 |
| Name | Plan Name | Number of Years of Credited Service * | Present Value of Accumulated Benefit | Payments During Last Fiscal Year |
| | (#) | ($) | ($) |
| J. D. Tarry | ERP | 2 | 16,688 | | 0 |
*Credited service was frozen as of December 31, 1997. Total service is 29 years. |
Non-Qualified Deferred Compensation
Non-Tax Qualified Retirement Plans
The Tax Code imposes a limitation on the amount of compensation that can be considered when determining the amount of the matching contributions and age-based contributions to the RSP. The Tax Code also limits the maximum amount that can be contributed by any participant as well as employer contributions and other amounts that can be allocated to any participant’s account.
Our current non-qualified deferred compensation plan, the ESP II, addresses these Tax Code limitations by providing Officers the opportunity to supplement their retirement savings and to receive the full employer contributions that would be available in the absence of the limitations imposed by the Tax Code. The ESP II runs side-by-side with the RSP.
For plan years beginning on and after January 1, 2014, matching credits under the ESP II are limited only to a participant that has “excess compensation,” which is compensation in excess of the limit imposed by Section 401(a)(17) of the Tax Code ($345,000 in 2024) for the relevant plan year. The matching credit is in an amount equal to 75% of the participant’s supplemental deferrals, provided that the matching credit shall not exceed an amount equal to 75% of the first 6% of excess compensation. A participant shall be eligible to receive a matching credit under the ESP II only if such participant has met the service requirements necessary to receive RSP matching contributions for that plan year. Additionally, when a participant reaches the annual compensation limit under the Tax Code in the RSP, our age-based contribution continues to the ESP II.
The ESP II also provides for supplemental target contributions that are set to achieve competitive retirement pay replacement ratios of between 40% and 55% of pre-retirement income depending on years of service and age at retirement. All NEOs have attained their targeted retirement pay replacement ratios and the Company is no longer making supplemental target contributions to the ESP II. For participants, like Mr. Tarry, Ms. Eden, and Mr. Iverson who became eligible to receive a supplemental target contribution on or after January 1, 2016, the supplemental target contribution is based on market conditions as of the date that the eligible Officer was hired or first became eligible for a supplemental target contribution. Based on current market conditions, neither Mr. Tarry, Ms. Eden, nor Mr. Iverson are eligible to receive a supplemental
target contribution under the ESP II. Additionally, the Compensation and HC Committee may elect to make discretionary credits or discretionary contributions to the ESP II for a participant during a plan year in any amount, and on such terms and conditions, as the Compensation and HC Committee deems appropriate.
Upon enrollment in the ESP II, participants make an election regarding the form of their distribution. They may elect to receive a lump sum payment or installment payments. For distribution elections made after December 31, 2014, the ESP II Plan distribution options no longer include annuities and installment payments are limited to five or ten years.
Participants become entitled to a distribution under the ESP II upon their separation from service, death, disability or upon a specified date elected by the participant, subject to the requirements of Section 409A of the Tax Code. Effective for amounts credited to participant accounts for plan years beginning on or after January 1, 2015, the specified date distribution option is not available. Participants also may elect to have the portion of their account that is hypothetically invested in a Company stock fund distributed in shares of our common stock in lieu of cash. ESP II amounts are subject to the same vesting and investment provisions as under the RSP, with the exception of the supplemental credit account under the ESP II, which has a two-year vesting requirement that may be accelerated. Participants’ accounts in the ESP II are unfunded obligations, including the increases and decreases based on “investment” of the balances reflected as hypothetical returns equal to the actual returns of investments designated by a participant or the Company. Unless the participant elected to receive amounts credited prior to January 1, 2015 on a specified date, benefits payable under the ESP II will be paid, as a general rule, within 90 days of the participant’s separation from service, death or disability, subject to the requirements of Section 409A of the Tax Code. Participants hypothetically invest their deferrals and employer contributions in the ESP II in the same investment options as are available under the RSP. Participants may change their investment selections on a daily basis. The following table shows the funds available under the RSP and their annual rate of return for the calendar year ending December 31, 2024, as reported by the administrator of the RSP.
| | | | | |
| Fund Name | Rate of Return - 2024 % |
| Acadian All Country World exUS Equity CIT F | 13.80% |
| Vanguard Cash Reserves Federal Money Market Fund Admiral | 5.24% |
| Vanguard Institutional Index Fund | 24.99% |
| Vanguard Institutional Target Retirement 2020 Fund | 7.79% |
| Vanguard Institutional Target Retirement 2025 Fund | 9.46% |
| Vanguard Institutional Target Retirement 2030 Fund | 10.63% |
| Vanguard Institutional Target Retirement 2035 Fund | 11.73% |
| Vanguard Institutional Target Retirement 2040 Fund | 12.81% |
| Vanguard Institutional Target Retirement 2045 Fund | 13.83% |
| Vanguard Institutional Target Retirement 2050 Fund | 14.66% |
| Vanguard Institutional Target Retirement 2055 Fund | 14.64% |
| Vanguard Institutional Target Retirement 2060 Fund | 14.63% |
| Vanguard Institutional Target Retirement 2065 Fund | 14.60% |
| Vanguard Institutional Target Retirement 2070 Fund | 14.62% |
| Vanguard Target Retirement Income Trust II | 6.63% |
JPMorgan Large Cap Growth R6 | 34.33% |
| Metropolitan West Total Return Bond Fund P Class | 1.12% |
TXNM Energy, Inc. Common Stock Fund (TXNM) * | 22.68% |
| Vanguard Retirement Savings Trust III | 2.55% |
| Victory Integrity Small/Mid-Cap Value Fund; Class Y | 9.64% |
| Vanguard Wellington Fund Admiral Shares | 14.86% |
| | | | | |
| Fund Name | Rate of Return - 2024 % |
| Vanguard Windsor II Fund Admiral Shares | 14.29% |
PIMCO Inflation Response Multi-Asset Fund Institutional Class | 5.49% |
Allspring Discovery SMID Cap Growth CIT E1 | 18.36% |
*The PNM Resources, Inc. Common Stock Fund (PNM) was renamed the TXNM Energy, Inc. Common Stock Common Stock Fund (TXNM). |
As a general rule, supplemental contributions to the ESP II vest after two years or the first of the following to occur: (1) the Officer attaining age 55 with two years of service, (2) the Officer’s normal retirement date, (3) the Officer’s disability or (4) the Officer’s death. All NEOs are fully vested in their supplemental target contributions to the ESP II. Any unvested supplemental target contribution is also subject to accelerated vesting and payment upon certain termination events discussed below under Potential Payments Upon Termination or Change in Control.
2024 NON-QUALIFIED DEFERRED COMPENSATION
| | | | | | | | | | | | | | | | | | | | |
| (a) | | (b) | (c) | (d) | (e) | (f) |
Name | |
Executive Contributions in Last Fiscal Year (2024) ($) |
Company Contributions in Last Fiscal Year (2024) ($) |
Aggregate Earnings (Loss) in Last Fiscal Year (2024) ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last Fiscal End (2024) ($) |
| (1) | (2) | | | |
| P. K. Collawn | ESP II | 68,811 | | 302,590 | | 1,657,097 | | — | | $ | 17,472,713 | |
| J. D. Tarry | ESP II | 67,321 | | 97,867 | | 115,937 | | — | | $ | 1,196,334 | |
| E. A. Eden | ESP II | 127,073 | | 72,692 | | 73,400 | | — | | $ | 991,957 | |
B. G. Iverson | ESP II | — | | — | | — | | — | | — | |
| P. V. Apodaca | ESP II | 131,392 | | 52,134 | | 332,270 | | — | | $ | 3,707,472 | |
(1) The amounts in this column are included in the “Salary” column (c) of the SCT on page 54.
(2) The amounts in this column are included as a component of “All Other Compensation” in column (i) of the SCT and consist of the following 2024 Company contributions to the ESP II.
ESP II COMPANY CONTRIBUTIONS
| | | | | | | | | | | | | | |
| Name | Matching
($) | Age-Based
($) | Supplemental
($) | Total
($) |
| | | (1) | |
| P. K. Collawn | 42,191 | | 260,399 | | — | | 302,590 | |
| J. D. Tarry | 35,705 | | 62,162 | | — | | 97,867 | |
| E. A. Eden | 29,477 | | 43,215 | | — | | 72,692 | |
B. G. Iverson | — | | — | | — | | — | |
| P. V. Apodaca | 20,938 | | 31,196 | | — | | 52,134 | |
(1) As described above, the NEOs attained their target retirement pay replacement ratios so the Company has ceased making supplemental credits.
Potential Payments Upon Termination or Change in Control
As discussed on page 48 under Potential Change in Control Benefits, we believe that our executive officers are important for our success and it is important to align their interests with our shareholders in the event of a change in control by providing reasonable change in control benefits. The table beginning on page 65 illustrates the amounts payable to each of the NEOs in the event of a termination of his or her employment, whether voluntary or involuntary. Also included are additional payments in connection with his or her retirement, death, disability or involuntary termination following a change in control. The amounts shown: (1) assume a termination effective as of December 31, 2024, (2) are based on the closing price of our common stock on December 31, 2024, as reported on the NYSE ($49.17), and (3) are estimates of the amounts that would be paid to each NEO based upon the amounts earned through the end of 2024. The precise amount actually due to any NEO upon his or her termination can only be determined at the time of the termination.
Payments Made Upon Termination
The table below does not include the following amounts earned through the assumed termination date of December 31, 2024: (1) base salary (disclosed in column (c) of the SCT), (2) accrued but unused paid time off, (3) amounts contributed by the NEO and vested amounts contributed by the Company under the RSP (our 401(k) plan available to all our employees) and ESP II (the year-end vested ESP II account balances are set forth above in the 2024 Non-Qualified Deferred Compensation table), (4) retirement benefits under the ERP (the present value of the accumulated benefits are set forth above in the Pension Benefits 2024 table), and (5) outstanding vested stock options and RSAs that were vested and delivered on or before December 31, 2024. If an NEO is terminated for “cause,” vested and unexercised stock options and any undelivered vested RSAs or PSs are forfeited. The 2024 Non-Qualified Deferred Compensation table shows that there were no unvested Company contributions to the NEOs ESP II accounts as of December 31, 2024 and so the table below does not address the termination events that would result in accelerated vesting or forfeiture of any such unvested ESP II amounts.
Additional Payments Made Upon Retirement
In addition to the amounts described above, upon an NEO’s termination of employment because of retirement (upon the occurrence of a certain age and/or service conditions as defined in the relevant plan), all of his or her outstanding RSAs granted under the PEP will immediately vest. Further, the Officer will be eligible to receive a pro-rata portion of his or her PS awards, granted under the applicable LTIP, if the Officer separates from service in the second half of the performance period and the relevant performance goals are attained at the end of the performance period. As of December 31, 2024, all of our NEOs are retirement eligible under the PEP.
Additional Payments Made Upon Death or Disability
In addition to the amounts described above, if an NEO dies or becomes disabled, he or she will receive payments under our basic and supplemental life, accidental death and dismemberment and disability programs that are generally available to all employees. Additionally, if an NEO dies, his or her beneficiary will receive payments under the management life insurance and, if applicable, officer life insurance.
Severance Payments
In addition to the amounts described above, if we terminate the employment of an NEO because we eliminate his or her position, the table beginning on page 65 reflects the amounts payable under our Severance Plan. This plan covers all non-union employees (including the NEOs) who satisfy the Severance Plan’s service requirement and whose positions are eliminated. Members of the Officer group (which includes all NEOs) are eligible, upon signing a customary release agreement, for a lump sum severance payment equal to 14 months of base salary plus one additional week of base salary for each year of service. The severance benefit is capped so as to not exceed the lump sum severance payment at a level equal to what an Officer would receive under the Retention Plan. Members of the Officer group also are eligible to receive reimbursement for placement assistance expenses (up to 5% of base salary) and continuation of certain insurance benefits and health care benefits for up to 12 months. If an individual receives benefits under a Retention Plan as discussed below in the Payments Made Upon a Change in Control section, severance benefits are not available under the Severance Plan.
Payments Made Upon a Change in Control
In addition to the amounts described above (other than the severance pay), if an NEO’s employment is terminated within 24 months in connection with a change in control, either by us without cause or by the NEO due to a constructive termination, the NEO will receive additional payments and benefits (including special severance benefits) under the Retention Plan, which
covers all of the Officers, including the NEOs. Benefits are only payable if the Officer is not retained or immediately re-employed (“double trigger”) by the successor company following a change in control and if the termination is (1) by the Company for reasons other than cause, death or disability, or (2) by the Officer due to constructive termination. The Officer must sign a customary release agreement to receive benefits. All Officers, including the NEOs, would receive the benefits provided under the Retention Plan as highlighted below. The amounts shown are estimates of amounts that would be payable to the NEOs based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available and, as a result, the actual amounts received by an NEO may differ materially from the amounts shown in the following table.
The benefits include:
•A lump sum severance payment equal to two times current eligible compensation for the NEOs;
•Eligible compensation includes base salary, any cash award paid as a merit increase in lieu of base salary and the average of the AIP awards for the three calendar years immediately preceding;
•A pro-rata award of the NEO’s annual incentive based on the target award available under the applicable plan for the relevant performance period, unless the NEO received or will receive an AIP payment for the calendar year in which the NEO’s employment is terminated;
•Medical, dental, vision, life and accidental death and dismemberment insurance benefits for a period of 24 months that are substantially similar to those received by the NEO immediately prior to termination of employment;
•NEOs must sign a restrictive covenant agreement not to compete in order to participate in the Retention Plan. If an NEO signs a restrictive covenant agreement, the NEO will be compensated for the period of time during which the restrictions are in effect. If the NEO does not sign the agreement in a timely manner, then the NEO(s) will not be entitled to any benefits under the Retention Plan. All eligible NEOs have signed the required restrictive covenant agreements. As such, the period of time covered for which an NEO will be compensated for the restrictive covenant, in the case of a change in control, is an amount equal to the NEO’s eligible compensation paid over a 12-month period; and
•Reimbursement of reasonable legal fees and expenses incurred as a result of termination of employment.
The Company does not provide a gross up for excise taxes and utilizes the “best net” approach.
The Company also sponsors certain other plans in which the NEOs participate that contain provisions that are triggered by a change in control.
The PEP contains double trigger vesting following a change in control. Upon a qualifying change in control termination (which requires a termination of employment by the Company for any reason other than cause, death, disability or a termination by an Officer due to constructive termination), all outstanding, unvested stock option awards, and all RSA awards will vest. The 2023 LTIP was amended on March 1, 2024 to provide for a full PS award (rather than a pro-rata PS award) upon a qualifying change in control termination. Following the amendment, the 2022 LTIP, the 2023 LTIP, and the 2024 LTIP all provide that each NEO will receive a full PS award subject to the attainment of the relevant performance goals following a qualifying change in control termination.
A summary of the material provisions of the definition of “Change in Control” contained in the Retention Plan and related plans are as follows:
1.Subject to certain exceptions, any person becomes the beneficial owner of 20% or more of the Company’s common stock;
2.During any consecutive two-year period, the following individuals cease, for any reason, to constitute a majority of the Board: (i) directors who were directors at the beginning of the two-year period and (ii) any new directors whose election by the Board or nomination for election by our shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were elected at the beginning of the two-year period or whose election or nomination for election was previously so approved, but not including any such new directors designated by a person who entered into an agreement with the Company to effect a transaction described in parts 1, 3 or 4 of this definition summary;
3.Our shareholders approve a merger or consolidation with another company, corporation or subsidiary that is not affiliated with us immediately before the change in control, unless the merger or consolidation results in the Company’s voting securities outstanding immediately before the merger or consolidation continuing to represent at
least 60% of the Company’s combined voting power of such surviving entity outstanding immediately after such merger or consolidation; or
4.The adoption of a plan of complete liquidation of the Company or any agreement for the sale or disposition of all or substantially all of the Company’s assets.
No change in control will be deemed to have occurred until all required regulatory approvals are obtained and the transaction that would otherwise be considered to be a change in control closes.
The following table summarizes the value of the termination payments and benefits that the NEO would have received if he or she had terminated employment on December 31, 2024 under the circumstances shown, and based on the terms of the relevant plans as of December 31, 2024. The table excludes amounts which are generally available to all our employees, such as (1) amounts accrued through December 31, 2024 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and (2) vested account balances under the RSP.
CHANGE IN CONTROL, TERMINATION, RETIREMENT, OR IMPACTION
| | | | | | | | | | | | | | | | | | | | | | | |
Benefits and Payments |
Voluntary
Termination
by
Executive
($) |
Termination
for
Cause
($) |
Disability ($) |
Death ($) |
Constructive
or without Cause
Termination due
to Change in
Control
($) |
Retirement
($) |
Impaction
($) |
| | | | | | (1) | (2) |
| P. K. Collawn | | | | | | | |
| AIP (3) | 1,352,483 | | — | | 1,352,483 | | 1,352,483 | | 1,339,092 | | 1,352,483 | | 1,352,483 | |
| Restricted Stock Rights (4) | 2,150,302 | | — | | 2,150,302 | | 2,150,302 | | 2,150,302 | | 2,150,302 | | 2,150,302 | |
2022-2024 Performance Shares (5) | 1,488,032 | | — | | 1,488,032 | | 1,488,032 | | 1,488,032 | | 1,488,032 | | 1,488,032 | |
2023-2025 Performance Shares (6) | 454,675 | | — | | 454,675 | | 454,675 | | 681,988 | | 454,675 | | 454,675 | |
2024-2026 Performance Shares (7) | — | | — | | — | | — | | 3,394,451 | | — | | — | |
| Health and Welfare Benefits | — | | — | | — | | — | | 55,293 | | — | | 19,870 | |
| Life Insurance Proceeds (12) | — | | — | | — | | 1,400,000 | | — | | — | | — | |
| Cash Severance (8) (9) | — | | — | | — | | — | | 7,532,532 | | — | | 1,752,240 | |
| Legal Fees (10) and Outplacement Services (11) | — | | — | | — | | — | | 20,000 | | — | | 58,221 | |
| Total P. K. Collawn | 5,445,492 | | — | | 5,445,492 | | 6,845,492 | | 16,661,690 | | 5,445,492 | | 7,275,823 | |
| J. D. Tarry | | | | | | | |
| AIP (3) | 539,684 | | — | | 539,684 | | 539,684 | | 534,341 | | 539,684 | | 539,684 | |
| Restricted Stock Rights (4) | 563,685 | | — | | 563,685 | | 563,685 | | 563,685 | | 563,685 | | 563,685 | |
2022-2024 Performance Shares (5) | 360,711 | | — | | 360,711 | | 360,711 | | 360,711 | | 360,711 | | 360,711 | |
2023-2025 Performance Shares (6) | 143,970 | | — | | 143,970 | | 143,970 | | 216,004 | | 143,970 | | 143,970 | |
2024-2026 Performance Shares (7) | — | | — | | — | | — | | 1,191,389 | | — | | — | |
Retention Grant (14) | — | | — | | 650,716 | | 650,716 | | 650,716 | | — | | 650,716 | |
| Health and Welfare Benefits | — | | — | | — | | — | | 51,279 | | — | | 24,680 | |
| Life Insurance Proceeds (12) | — | | — | | — | | 400,000 | | — | | — | | — | |
| Cash Severance (8) (9) | — | | — | | — | | — | | 3,528,825 | | — | | 1,244,351 | |
| Legal Fees (10) and Outplacement Services (11) | — | | — | | — | | — | | 20,000 | | — | | 36,250 | |
| Total J. D. Tarry | 1,608,050 | | — | | 2,258,766 | | 2,658,766 | | 7,116,950 | | 1,608,050 | | 3,564,047 | |
E. A. Eden (13) | | | | | | | |
| AIP (3) | 284,125 | | — | | 284,125 | | 284,125 | | 281,311 | | 284,125 | | 284,125 | |
| Restricted Stock Rights (4) | 218,217 | | — | | 218,217 | | 218,217 | | 218,217 | | 218,217 | | 218,217 | |
2022-2024 Performance Shares (5) | 135,513 | | — | | 135,513 | | 135,513 | | 135,513 | | 135,513 | | 135,513 | |
2023-2025 Performance Shares (6) | 49,121 | | — | | 49,121 | | 49,121 | | 73,657 | | 49,121 | | 49,121 | |
2024-2026 Performance Shares (7) | — | | — | | — | | — | | 366,808 | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
Benefits and Payments |
Voluntary
Termination
by
Executive
($) |
Termination
for
Cause
($) |
Disability ($) |
Death ($) |
Constructive
or without Cause
Termination due
to Change in
Control
($) |
Retirement
($) |
Impaction
($) |
| | | | | | (1) | (2) |
Retention Bonus (13) | — | | — | | — | | — | | 67,123 | | — | | 67,123 | |
| Health and Welfare Benefits | — | | — | | — | | — | | 34,126 | | — | | 16,103 | |
| Life Insurance Proceeds (12) | — | | — | | — | | 400,000 | | — | | — | | — | |
| Cash Severance (8) (9) | — | | — | | — | | — | | 2,167,157 | | — | | 727,644 | |
| Legal Fees (10) and Outplacement Services (11) | — | | — | | — | | — | | 20,000 | | — | | 22,500 | |
| Total E. A. Eden | 686,976 | | — | | 686,976 | | 1,086,976 | | 3,363,912 | | 686,976 | | 1,520,346 | |
B. G. Iverson | | | | | | | |
| AIP (3) | 93,011 | | — | | 93,011 | | 93,011 | | 92,090 | | 93,011 | | 93,011 | |
2022-2024 Performance Shares (5) | 26,798 | | — | | 26,798 | | 26,798 | | 26,798 | | 26,798 | | 26,798 | |
2023-2025 Performance Shares (6) | 38,992 | | — | | 38,992 | | 38,992 | | 58,512 | | 38,992 | | 38,992 | |
2024-2026 Performance Shares (7) | — | | — | | — | | — | | 489,979 | | — | | — | |
Sign-On RSA Award (15) | — | | — | | — | | — | | — | | — | | — | |
| Health and Welfare Benefits | — | | — | | — | | — | | 39,165 | | — | | 18,623 | |
| Life Insurance Proceeds (12) | — | | — | | — | | 400,000 | | — | | — | | — | |
| Cash Severance (8) (9) | — | | — | | — | | — | | 2,295,000 | | — | | 527,885 | |
| Legal Fees (10) and Outplacement Services (11) | — | | — | | — | | — | | 20,000 | | — | | 22,500 | |
Total B. G. Iverson | 158,801 | | — | | 158,801 | | 558,801 | | 3,021,544 | | 158,801 | | 727,809 | |
P. V. Apodaca (16) | | | | | | | |
| AIP (3) | — | | — | | — | | — | | — | | 179,267 | | — | |
| Restricted Stock Rights (4) | — | | — | | — | | — | | — | | 243,145 | | — | |
2022-2024 Performance Shares (5) | — | | — | | — | | — | | — | | 156,066 | | — | |
2023-2025 Performance Shares (6) | — | | — | | — | | — | | — | | 45,089 | | — | |
2024-2026 Performance Shares (7) | — | | — | | — | | — | | — | | — | | — | |
| Health and Welfare Benefits | — | | — | | — | | — | | — | | — | | — | |
| Life Insurance Proceeds (12) | — | | — | | — | | — | | — | | — | | — | |
| Cash Severance (8) (9) | — | | — | | — | | — | | — | | — | | — | |
| Legal Fees (10) and Outplacement Services (11) | — | | — | | — | | — | | — | | — | | — | |
| Total P. V. Apodaca | — | | — | | — | | — | | — | | 623,567 | | — | |
(1)Under the PEP, “Retirement” is defined as termination of employment and attainment of (a) age 45 and 20 years of service, (b) age 55 and 10 years of service, (c) age 59.5 or (d) any age and 30 years of service. As of December 31, 2024, all of the NEOs are eligible for retirement under the PEP.
(2)“Impaction” is defined under our Severance Plan, in relevant part, as the termination of employment as a result of the Company’s elimination of an executive’s position.
(3)The amount represented is the amount payable under the 2024 AIP, as set forth in column (g) of the SCT on page 54, except in the event of involuntary termination in connection with a change in control. In such circumstances, the NEOs are eligible for a pro-rata award at target.
(4)The amount represented is the value of all RSAs that would vest under the PEP on an accelerated basis under certain termination events based on the closing market price of our common stock on December 31, 2024 ($49.17).
(5)The amounts shown are the amounts payable to our NEOs under the 2022 LTIP for the actual above target aggregate performance results earned for 2022-2024 based on the applicable Earnings Growth and FFO/Debt Ratio performance
measures. For PS awards, the number indicated assumes that the market price upon delivery of such PSs was the same as the closing price on December 31, 2024 ($49.17).
(6)The amounts shown are a pro-rata portion of the amounts payable upon the Officer’s death, disability, retirement or impaction, if at all, under the 2023 LTIP assuming the current forecasted level of performance and that the market price upon delivery will be the same as the closing price on December 31, 2024 ($49.17).
(7)The amounts shown are the portion of the amounts payable, if at all, under the 2024 LTIP as in effect on December 31, 2024, upon a constructive or without cause termination due to a change in control, assuming the current forecasted level of performance and that the market price upon delivery will be the same as the closing price on December 31, 2024 ($49.17).
(8)For constructive or without cause termination due to a change in control, represents (i) a lump sum severance payment equal to two times current eligible compensation for the NEOs, including the CEO and (ii) payment for a restrictive covenant agreement equal to one times eligible compensation paid over a 12-month period for the NEOs.
(9)For impaction, represents a lump sum severance payment equal to 14 months of base salary plus one additional week of base salary for each year of service.
(10) The NEOs are eligible for reimbursement of reasonable legal expenses upon termination for change in control as of December 31, 2024. The amount shown in the table is a reasonable estimate of the amount that may be reimbursable.
(11) The Company will reimburse a participant for placement assistance expenses, up to a maximum of five percent (5%) of the participant’s base salary. Reimbursements pursuant to Impaction will only be for expenses incurred within nine (9) months following the participant’s separation from service.
(12) The amounts shown for life insurance proceeds consist of Officer Life and Management Life.
(13) The Company executed a retention agreement with Ms. Eden effective October 20, 2020. The agreement was amended on January 20, 2022 and expired on January 15, 2025.
(14) The Company executed a retention agreement with Mr. Tarry effective December 4, 2023. The agreement provides for a payment of $250,000 if Mr. Tarry remained employed by the Company through December 1, 2024 and a payment of $500,000 if Mr. Tarry remains employed by the Company through December 1, 2025. The retention agreement provided an option to convert the amounts due to Mr. Tarry to Restricted Stock Rights at any time before the vesting date upon approval of the Board. The Committee elected to convert Mr. Tarry’s retention agreement to Restricted Stock Rights on May 3, 2024. The retention bonus will vested on December 1, 2024 and will vest on December 1, 2025. The retention bonus also will vest upon termination by the Company without cause (including following a change in control), death or disability.
(15) The Company executed an equity sign-on award for Mr. Iverson effective September 16, 2024. The sign-on bonus provided a total of 9,300 Restricted Stock Rights granted upon his date of hire. Half of the Restricted Stock Rights vested immediately on September 16, 2024. The remaining half will vest on September 16, 2025. The sign-on bonus is forfeited upon termination for any reason prior to September 16, 2025.
(16) As Mr. Apodaca retired from the Company on October 2, 2024, the termination payments and benefits for Mr. Apodaca are shown only for that event.
CEO Pay Ratio
Under rules issued pursuant to the Dodd-Frank Act, which apply to most publicly-traded companies, TXNM Energy is required to disclose the ratio between our CEO’s pay and the pay of our median employee. Our CEO pay ratio is calculated in a manner consistent with SEC rules, based on our payroll records and methodologies described below. The SEC rules for identifying median compensation allow companies to use a variety of methodologies.
As previously disclosed, each Officer’s compensation is based on several factors, including an annual assessment of whether our compensation programs and levels are competitive. That assessment process includes benchmarking and is described in more detail beginning on page 41 of this proxy statement. Our Officers’ compensation is also more variable, and includes more “at-risk” elements of compensation, as compared to the compensation of our median employee, because our Officers’ compensation depends more heavily on the actual performance of the Company. These variability and “at-risk” factors are especially relevant in the case of our CEO, whose compensation is significantly more dependent on the Company’s actual
performance than is the compensation of our median employee. As a result, our CEO pay ratio may vary over time and will tend to be relatively higher when the Company performs at a high level.
We determined our CEO pay ratio for 2024 using the following steps:
1. For purposes of calculating our CEO pay ratio for 2024, we used the same employee as the Company’s 2023 median employee. That approach is permitted under applicable SEC rules because there have been no changes in our employee population or employee compensation arrangements that the Company reasonably believes would significantly impact our CEO pay ratio disclosure.
2. For purposes of determining our CEO pay ratio for 2023, the Company defined the relevant employee population, which included all employees of TXNM Energy and its affiliates as of December 31, 2023. We then identified our median employee using a consistently applied compensation measure of actual total cash compensation, including overtime and differentials, paid in 2023 to each member of the employee population.
3. The CEO pay ratio was determined by comparing the total CEO 2024 compensation reported in the SCT on page 54 to the total compensation paid to the median employee of $143,214. For purposes of these calculations, “total compensation” consisted of, as applicable, base salary, overtime and differentials, bonuses, cash incentive awards, equity grants, benefits from applicable defined benefit plan and post-retirement medical plans, qualified and non-qualified retirement benefit contributions, executive physicals, life insurance premiums, long term disability premiums, ECP amounts, payments for personal security and other compensation payments. For further detail regarding the elements of the total CEO 2024 compensation, see the SCT on page 54.
Based on the process and calculations described above, our CEO pay ratio for 2024 was 39:1, meaning that our CEO’s total compensation for 2024 was approximately 39 times the total compensation paid to our median employee in 2024.
Pay Versus Performance
Under rules issued pursuant to the Dodd-Frank Act, TXNM Energy is providing the following information about the relationships between executive compensation actually paid and certain measures of financial performance of the Company. SEC rules prescribed the disclosure included in this section, and the information does not necessarily align with how the Company or the Compensation and HC Committee view the link between the Company’s performance and its NEOs’ pay. See Executive Compensation-Compensation Discussion and Analysis beginning on page 36 for additional information about our pay for performance and how the Company aligns executive compensation with its performance.
PAY VS. PERFORMANCE
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Value of Initial Fixed $100 Investment Based On: | | |
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Total Shareholder Return
| Peer Group Total Shareholder Return
| Net Earnings (In thousands) | Incentive EPS |
| ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| (1) | (2) | (3)(4) | (2)(3) | (5) | (6) | (7) | (8) |
2024 | 5,626,175 | | 5,103,842 | | 1,544,760 | | 1,515,875 | | 113 | | 127 | | 258,722 | | 2.74 | |
2023 | 7,670,833 | | 4,903,568 | | 1,495,372 | | 1,071,031 | | 92 | | 107 | | 106,879 | | 2.82 | |
2022 | 6,596,575 | | 7,807,506 | | 1,547,874 | | 1,607,675 | | 105 | | 117 | | 185,180 | | 2.69 | |
2021 | 5,594,739 | | 4,294,466 | | 1,188,098 | | 930,313 | | 95 | | 116 | | 211,847 | | 2.45 | |
2020 | 7,837,411 | | 10,571,654 | | 1,435,144 | | 1,823,253 | | 98 | | 99 | | 187,316 | | 2.28 | |
(1)Represents the “Total” compensation for our principal executive officer (“PEO”), Ms. Collawn, as set forth in 2024 NEO Compensation Information-Summary of Executive Compensation-Summary Compensation Table on page 54.
(2)Compensation actually paid to our PEO and the average of all non-PEO NEOs is calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO and the other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amounts reported in the “Stock Awards” and “Change in Pension Value and Non-Qualified Deferred
Compensation Earnings” columns in the “Summary Compensation Table” for 2024 to determine the compensation actually paid.
| | | | | | | | | | | | | | | | | | | | | | | |
| Year | Reported Summary Compensation Table Total | Reported Value of Stock Awards | Stock Award Adjustments | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid |
| | ($) | ($) | ($) | ($) | ($) | ($) |
| | | | (a) | | (b) | |
| PEO | 2024 | 5,626,175 | | (2,720,925) | | 2,198,592 | | — | | — | | 5,103,842 | |
| Average of non-PEO NEOs | 2024 | 1,544,760 | | (713,873) | | 684,988 | | — | | — | | 1,515,875 | |
(a) Stock award adjustments for 2024 are further detailed in the table below.
| | | | | | | | | | | | | | | | | | | | |
| Year | Year End Fair Value of Outstanding and Unvested Stock Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Stock Awards | Year over Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year | Change in Fair Value of Stock Awards Granted in Current Year that Vested in the Year | Total Stock Award Adjustments |
| | ($) | ($) | ($) | ($) | ($) |
| PEO | 2024 | 2,912,021 | | (290,610) | | (422,819) | | — | | 2,198,592 | |
| Average of non-PEO NEOs | 2024 | 626,979 | | (34,668) | | (38,463) | | 131,140 | | 684,988 | |
(b) The pension benefit adjustments consist of the average of the actuarily determined service cost for services rendered plus, to the extent applicable, the average of the prior service cost, calculated as the entire cost of benefits granted in a plan amendment or initiation attributable to services rendered during prior periods. For 2024, the pension benefit adjustments consist of $0 of average service cost for services rendered, and $0 of average prior service cost.
(3)For 2024, our non-PEO NEOs were Messrs. Tarry, Iverson, and Apodaca and Ms. Eden. For 2023, our non-PEO NEOs were Messrs. Tarry, Apodaca, and Darnell and Ms. Eden. For 2022, our non-PEO NEOs were Messrs. Charles N. Eldred, Tarry, Apodaca and Darnell and Ms. Eden. For 2021, our non-PEO NEOs were Messrs. Eldred, Tarry, Chris M. Olson and Darnell. For 2020, our non-PEO NEOs were Messrs. Eldred, Tarry, Apodaca, Darnell, and Olson.
(4)Represents the total average compensation for our non-PEO NEOs, derived from the “Total” column of the “Summary Compensation Table” in each year’s respective proxy statement.
(5)Represents the total shareholder return (“TSR”) on our common stock assuming an investment of $100 on December 31, 2019.
(6)Represents the TSR for the EEI Index, which is a peer issuer group of electric companies. For purposes of the table, an investment of $100 (with reinvestment of all dividends) is assumed to have been made in the EEI Peer Index on December 31, 2019.
(7)Represents our net earnings, in thousands, as reported in our Annual Report on Form 10-K for each of the years presented.
(8)Represents the company-selected financial performance measure used to link compensation actually paid to our PEO and non-PEO NEOs, for the most recently completed fiscal year, to company performance. Incentive EPS is defined as corporate diluted earnings per share, excluding certain terms that do not factor into ongoing earnings. For 2024, Incentive EPS of $2.74 equals net earnings attributable to TXNM per common stock share (as reported in the Company’s Form 10-K for the fiscal year ended December 31, 2024) of $2.67 adjusted to exclude: (1) $(0.02) per share attributable to the net change in unrealized gains and losses on investment securities; (2) $0.08 per share attributable to regulatory disallowances; (3) $0.01 per share attributable to pension expense related to previously disposed of gas distribution business; (4) $0.03 per share attributable to Merger related costs; (5) $(0.03) per share attributable to judgments entered or settlements reached in litigation or other regulatory proceedings; (6) $0.03 per share attributable to process improvement initiatives; (7) $0.02 per share attributable to income tax valuation allowance; and (8) $(0.05) per share attributable to the sale of NMRD.
Descriptions of Relationships of Information Presented in the Pay Versus Performance Table
Compensation Actually Paid and TSR
Compensation actually paid is generally aligned with the Company’s cumulative TSR over the period presented because a significant portion of the compensation actually paid comprises equity-based compensation. The following chart also sets forth a comparison of the Company’s cumulative TSR and the TSR for the EEI Index.
Compensation Actually Paid and Net Earnings
Although the Company does not use net earnings as a performance measure in the overall executive compensation program, net earnings is similar to Incentive EPS, which the Company uses to determine awards under the AIP.
Compensation Actually Paid and Incentive EPS
While the Company uses multiple financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Incentive EPS is the financial performance measure that represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed year, to the Company’s performance.
Most Important Performance Measures
Listed below are the financial and non-financial performance measures that represent the most important performance measures used to link compensation actually paid to our PEO and non-PEO NEOs, for 2024, to the Company’s performance:
| | |
Most Important
Performance Measures |
| Incentive EPS |
| Earnings Growth |
| FFO/Debt Ratio |
| Reliability |
See the Elements of Executive Compensation section beginning on page 41 for more information regarding the above performance measures as they relate to our short-term and long-term incentive plans.
EQUITY COMPENSATION PLAN INFORMATION
The following table shows the total number of outstanding options and shares available for future issuances of options and all other equity awards under all of our equity compensation plans as of December 31, 2024.
| | | | | | | | | | | |
EQUITY COMPENSATION PLAN INFORMATION As of December 31, 2024
|
| (a) | (b) | (c) |
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights
(#) | Weighted-average exercise price of outstanding options, warrants and rights
($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(#) |
| Equity compensation plans approved by security holders | 763,075 (1) | 37.97 (1) | 1,745,038 |
Equity compensation plans not approved by security holders (ESP II) (2) | 95,000 | 8.56 (2) | 33,908 |
| Total | 858,075 | 8.56 (1)(2) | 1,778,946 |
(1) Amount includes 241,237 unvested restricted stock right awards and 521,838 contingent performance shares granted under the 2014 PEP and the 2023 PEP, which replaced the 2014 PEP on May 9, 2023.
The 2014 PEP has a fungible design that charges the authorized pool (5) shares for each full value award. On May 9, 2023, the Board approved the 2023 PEP, which replaced the 2014 PEP. The 2023 PEP does not have a fungible design. Following the approval of the 2023 PEP, no new awards may be made under the 2014 PEP. The 2023 PEP authorized 2,500,000 shares including the number of shares that were authorized but unissued under the 2014 PEP. As of December 31, 2024, 2,046,450 shares remain available for future issuance.
(2) Under the ESP II (as referenced under the Non-Tax Qualified Retirement Plans section on page 60), a participant may choose to invest his or her accounts in one or more of several hypothetical investment funds, including the TXNM Energy Common Stock Fund, which provides for returns based on a hypothetical investment in shares of common stock of TXNM Energy. A participant who chooses to invest in the TXNM Energy Common Stock Fund may elect to settle that portion of his or her account in either common stock or cash. As reflected above in column (a), as of December 31, 2024, a total of 95,000 phantom shares of TXNM Energy common stock were allocated to participants in the ESP II. Phantom shares are not included in the weighted average exercise price calculations of column (b). A total of 257,500 shares of common stock have been reserved and registered to date by TXNM Energy for issuance and settlement of phantom shares under the ESP II. Column (c) above reflects that, as of December 31, 2024, 33,908 reserved and registered shares remained available for future issuance and settlement of phantom shares under the ESP II. |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
1. Why did I receive these proxy materials?
You are receiving these materials because you owned shares of our common stock as of March 24, 2025, and are therefore eligible to vote at the Annual Meeting. This proxy statement summarizes the information you need to know to vote at the Annual Meeting.
After reading the proxy statement, please promptly vote by telephone or internet or by signing and returning the proxy card so that we can be assured of having a quorum present at the meeting and your shares may be voted in accordance with your wishes. You do not need to attend the Annual Meeting to vote your shares.
2. What is included in these proxy materials?
These proxy materials include:
•Notice of Annual Meeting;
•Our proxy statement for the Annual Meeting;
•Our 2024 Annual Report on Form 10-K, which includes our consolidated financial statements; and
•A shareholder letter from Patricia K. Collawn, our Chair and CEO, and a stock performance graph.
If you requested printed versions of these materials by mail, these materials also include the proxy card for the Annual Meeting. Proxy materials are available at: www.proxyvote.com and www.txnmenergy.com/asm/annual-proxy.cfm.
3. Why did I receive a one-page notice in the mail regarding internet availability of proxy materials instead of printed proxy materials?
Most shareholders received a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a full set of printed proxy materials. The Notice provides access to proxy materials in a fast and efficient manner via the internet. This reduces the amount of paper necessary to produce these materials, as well as costs associated with mailing these materials to shareholders.
On April 1, 2025, (1) we began mailing to our shareholders either (a) the Notice (which indicates how to access our proxy materials on the internet), or (b) a printed copy of our proxy materials, and (2) posted our proxy materials on the website referenced in the Notice.
All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. The Notice includes instructions on how to access the proxy materials over the internet or how to request proxy materials in printed form by mail or electronically by email for this meeting and on an ongoing basis. Pursuant to applicable law, beneficial owners of shares held in the RSP (our 401(k) plan for employees) will automatically receive paper copies of the proxy materials by mail instead of the Notice. In addition, shareholders who previously requested printed proxy materials or electronic materials on an ongoing basis will receive the materials in the format requested.
4. How may I obtain copies of the Annual Report on Form 10-K?
As stated above and reflected in the Notice, our Annual Report on Form 10-K for the year ended December 31, 2024 (filed with the SEC on February 28, 2025), together with other proxy materials, were made available to shareholders beginning on April 1, 2025. Copies of the Annual Report on Form 10‑K are available without charge upon written request to Lisa Goodman, Executive Director, Investor Relations and Shareholder Services, TXNM Energy, Inc., 414 Silver Avenue SW, MS-0905, Albuquerque, NM 87102-3289, or electronically at www.txnmenergy.com/investors.aspx. You may also obtain our SEC filings through the internet at www.txnmenergy.com/investors.aspx or www.sec.gov.
5. Who may vote at the Annual Meeting?
You may vote all of the shares of our common stock that you own at the close of business on the record date of March 24, 2025. On the record date, TXNM Energy had 92,659,335 shares of common stock outstanding that are entitled to be voted at the Annual Meeting. You may cast one vote for each share of common stock held by you on all matters presented at the Annual Meeting.
6. What proposals will be voted on at the Annual Meeting?
The following three proposals will be considered and voted on at the Annual Meeting:
| | | | | | | | | | | |
| Description of Proposal | Proposal discussed on following pages: | Board Recommendation |
| PROPOSAL 1 | Elect as directors the director nominees named in the proxy statement | 20-31 | FOR |
| PROPOSAL 2 | Ratify appointment of KPMG LLP as our independent registered public accounting firm for 2025 | 32 | FOR |
PROPOSAL 3 | Approve, on an advisory basis, the compensation of our NEOs | 35 | FOR |
7. Will any other business be conducted at the Annual Meeting or will other matters be voted on?
As of the date of this proxy statement, we are unaware of any matter (other than the above three proposals) that may be properly presented at the Annual Meeting. If any other matter is properly presented for consideration at the meeting, including consideration of a motion to adjourn the meeting to another time or place, the proxy committee will vote on the matter in accordance with its judgment. Shareholders attending the meeting will directly vote on any such matters. If for any unseen reason any of our nominees is not available as a candidate for director, the proxy committee will vote your proxy for such other candidate or candidates as may be recommended by the Nominating Committee and nominated by the Board.
8. How do I vote my shares?
For your convenience, we have established four easy methods for voting shares held in your name:
| | | | | |
| By Internet: | Access www.proxyvote.com and follow the instructions. (You will need the control number on your Notice or on the requested paper proxy card to vote your shares.)
Shareholders voting through the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be paid by the shareholder. |
| By Telephone: | For automated telephone voting, call 1-800-690-6903 (toll free) from any touch-tone telephone and follow the instructions. (You will need the control number on your Notice or on the requested paper proxy card to vote your shares.) |
| By Mail: | Request delivery of the proxy statement and proxy card by mail and then simply return your executed proxy card in the enclosed postage-paid envelope. |
During the Meeting: | You can attend and cast your vote at the Annual Meeting. For admission and in person voting requirements, please see Question 19 below. |
Your shares will be voted in the manner you indicate. The telephone and internet voting systems are available 24 hours a day. They will close at 11:59 p.m. Eastern Time on May 12, 2025. Please note that the voting deadline is earlier for voting shares held in our RSP, as described below under Question 15.
9. What is a proxy?
A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting by telephone or the internet, or by completing and mailing a printed proxy card, you are giving the proxy committee appointed by the Board (consisting of V. A Bailey, N. P. Becker, E. R. Conley) the authority to vote your shares in the manner you indicate. If you are a shareholder of record and sign and return your proxy card without indicating how you want your shares to be voted, or if you vote by telephone or internet in accordance with the Board of Directors’ voting recommendations, the proxy committee will vote your shares as follows:
•FOR the election of the director nominees named in the proxy statement;
•FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025;
•FOR the resolution approving the compensation of our NEOs, on an advisory basis, as disclosed in this proxy statement;
If you hold your shares in “street name” and do not provide specific voting instructions to your broker, a “broker non-vote” will result with respect to Proposals 1, and 3. More information about the implications of holding your shares in street name and broker non-votes is set forth in answers to Questions 12-13 and 16-18 below.
10. Can I change my vote or revoke my proxy?
Yes. Any subsequent vote by any means will change your prior vote. The last vote received before the Annual Meeting will be the one counted. You may also revoke your proxy by voting in person at the Annual Meeting.
11. What constitutes a quorum and why is a quorum required?
A quorum of shareholders is necessary to conduct business at the Annual Meeting. If at least a majority of all of the TXNM Energy’s common stock outstanding on the record date is represented at the Annual Meeting, in person or by proxy (by voting by telephone or on the internet or by properly submitting a proxy card or voting instruction form by mail), a quorum will exist. Abstentions, withheld votes, and broker non-votes will be counted as present for quorum purposes.
12. What vote is required to approve each proposal?
The existence of a quorum and the following votes are required for approval of each proposal at the Annual Meeting:
| | | | | | | | |
| Proposal | Affirmative Vote Requirement | Effect of Abstentions and Broker Non-Votes (See Questions 16-18 below) |
PROPOSAL 1 Elect as directors the director nominees named in the proxy statement | Majority of shares present, in person or by proxy, and entitled to vote on the matter | Votes may be cast for or against each director nominee. Abstentions have the effect of a vote against the nominee, while broker non-votes will not be counted in calculating voting results. |
PROPOSAL 2 Ratify appointment of KPMG LLP as our independent registered public accounting firm for 2025 | Majority of shares present, in person or by proxy, and entitled to vote on the matter | Abstentions have the effect of a vote against the matter. Brokers may vote your “street name” shares on this routine matter without your instructions. |
PROPOSAL 3 Approve, on an advisory basis, the compensation of our NEOs | Majority of shares present, in person or by proxy, and entitled to vote on the matter | Abstentions have the effect of a vote against the matter, while broker non-votes will not be counted in calculating voting results. |
13. What is the difference between a “shareholder of record” and a “street name” holder?
These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, the Company’s transfer agent, you are a “shareholder of record” with respect to those shares and the Notice was sent directly to you by TXNM Energy.
If your shares are held in the name of a broker, bank, trust or other nominee as a custodian, you are a “street name” holder and the Notice would have been forwarded to you by that organization. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you wish to attend the Annual Meeting and vote in person, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
14. Why did I receive more than one proxy card or notice?
You will receive multiple proxy cards or Notices if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. Each Notice and proxy card that you receive will contain a specific “control number” with the relevant information to vote the specific shares at issue. Note that the proxy card or Notice for shares registered in your name will include any shares you may hold in the TXNM Direct Plan, a dividend reinvestment and stock purchase plan. If your shares are held by a broker (i.e., in “street name”), you will receive a Notice on how to obtain your proxy materials and vote from your broker. You should vote according to the instructions on each Notice you receive and vote on, sign and return each proxy card you receive.
15. How do I vote my RSP shares?
If you participate in the RSP, our 401(k) plan for our employees, and shares have been allocated to your account under the TXNM Stock Fund investment option, you will receive the following materials by mail:
•the proxy materials; and
•a separate vote authorization form and voting instructions for these RSP shares from the TXNM Corporate Investment Committee.
Please use the RSP vote authorization form to vote your RSP shares by telephone, internet or mail. To allow sufficient time for the record holder of the RSP shares, The Vanguard Fiduciary Trust Company, to vote these shares, your voting instructions must be received by May 9, 2025.
16. What happens if I don’t give my broker voting instructions for my “street name” shares?
You will receive proxy materials directly from your broker if your shares are not registered in your name, but are held by your broker as your “street name” shares. If you do not give your broker voting instructions, your brokerage firm may only vote your “street name” shares on certain “routine” matters. When a brokerage firm votes its customers’ unvoted shares on routine matters, these shares are counted to determine if a quorum exists to conduct business at the meeting. Ratification of the appointment of KPMG as independent registered public accounting firm for 2025 is considered the only routine matter for which brokerage firms may vote your shares without your voting instructions.
17. What is a broker non-vote?
A broker non-vote occurs when a broker is not permitted under NYSE rules to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and no instruction is given. “Non-routine” matters include the election of directors, actions relating to equity compensation plans, and actions relating to executive compensation (including Say-on-Pay shareholder advisory votes). Thus, your “street name” shares cannot be voted on Proposals 1 and 3 without receipt of your voting instructions.
We encourage you to provide voting instructions to your broker. This ensures that your shares will be voted in accordance with your wishes on all matters at the Annual Meeting.
18. How are abstentions and broker non-votes treated?
As discussed in Questions 11 and 12, abstentions are deemed as present at the Annual Meeting, are counted for quorum purposes and will have the same effect as a vote against matters requiring a majority of shares present and entitled to vote on the matter, or requiring a majority of shares entitled to vote on the matter. Broker non-votes, if any, while counted for general quorum purposes, are not deemed to be present with respect to any matter for which a broker does not have authority to vote and so do not have any effect on proposals which require a majority of shares present and entitled to vote on the matter, but will have the same effect as a vote against matters requiring a majority of shares entitled to vote on the matter.
19. Who may attend the Annual Meeting?
Attendance is limited to shareholders of record or their legal proxy holder and beneficial owners as of March 24, 2025, and invited guests of the Company. If your shares are held in the name of your broker, bank, or other nominee, please bring an account statement or letter from the nominee indicating that you are the beneficial owner of the shares as of March 24, 2025. An authorized proxy must present proof that he or she is an authorized proxy of a shareholder. In all cases, government-issued photo identification is also required. Banners, signs, or attire considered inappropriate and potentially disruptive to the meeting will not be allowed. All attendees will be subject to a security search for safety and security reasons. Rules of the meeting will be printed on the back of the agenda that will be given to you at the meeting. We thank you in advance for your patience and cooperation with these rules.
You may vote in person at the Annual Meeting if your shares are registered in your name. If you are a beneficial owner and your shares are held in “street name”, and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
20. How can I obtain directions to the Annual Meeting?
To obtain directions to attend the Annual Meeting and vote in person, please contact Investor Relations at (505) 241-2868.
21. Will seating be limited at the Annual Meeting?
Yes. Seating will be limited and shareholders will be admitted on a first-come, first-served basis. Admission will begin 45 minutes before the start of the meeting.
22. Will shareholders be given the opportunity to ask questions at the Annual Meeting?
Yes. The Chair will answer questions asked by shareholders during a designated portion of the meeting. Shareholders must direct questions and comments to the Chair and limit their remarks to matters that relate directly to the business of the meeting. For rules of conduct, please refer to materials that will be provided to you at the meeting.
23. May I listen to the Annual Meeting by Webcast?
Yes. Shareholders may listen to the Annual Meeting by webcast at: www.virtualshareholdermeeting.com/txnm2025.
While any member of the public may listen to the Annual Meeting by webcast, only verified shareholders will be able to submit questions via the webcast to a moderator during the meeting. New Mexico law does not allow shareholders who do not attend the meeting in person to vote during the Annual Meeting. Thus, shareholders who listen to the Annual Meeting by webcast will be unable to vote during the Annual Meeting, so please vote before the Annual Meeting if you are unable to attend the meeting in person.
24. Can I vote my shares in person at the Annual Meeting?
If you are a “shareholder of record,” you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Annual Meeting.
25. Who pays the cost of this proxy solicitation?
This proxy is being solicited on behalf of TXNM Energy’s Board of Directors. This solicitation is being made by mail, but also may be made in person, by telephone or via the internet. We have hired Georgeson, Inc. (“Georgeson”) to assist in the solicitation for an estimated fee of $15,000 plus any out-of-pocket expenses. TXNM Energy will pay all costs related to solicitation. Broadridge Investor Communication Solutions, Inc. is tabulating the vote and providing the webcast hosting services for listening to the Annual Meeting.
26. Is this proxy statement the only way that proxies are being solicited?
No. As stated above, we have retained Georgeson to aid in the solicitation of proxies. In addition to mailing these proxy materials, certain directors, officers, or employees of the Company may solicit proxies by telephone, facsimile, e-mail, or personal contact. They will not be specifically compensated for doing so.
27 Where can I find voting results of the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspectors of election and published in the Company’s Current Report on Form 8-K filed with the SEC within four business days after the date of the Annual Meeting. Such results will also be published on our website at www.txnmenergy.com.
28. May shareholders propose actions or nominees for consideration at next year’s annual meeting of shareholders?
Holders of our common stock may submit proposals or director nominations for consideration at our 2025 annual meeting as follows:
•Proposals Included in the 2026 Proxy Statement. For a shareholder proposal (other than a director nomination) to be included in the Company’s proxy statement for next year’s annual meeting, the written proposal must be
received by the Corporate Secretary no later than 5:00 p.m. Central Time on December 2, 2025. These proposals must be in writing and sent to: Corporate Secretary, TXNM Energy. Inc., 414 Silver Avenue SW, MS-1275, Albuquerque, NM 87102-3289. These proposals must also comply with SEC regulations regarding the inclusion of shareholder proposals in our proxy materials.
•To Be Raised from the Floor. For a shareholder proposal or director nomination to be raised from the floor during next year’s annual meeting, the shareholder’s written notice must be received by the Corporate Secretary no later than 5:00 p.m. Central Time on December 2, 2025, and must contain certain information as required under our bylaws. The requirements for such notice are set forth in our bylaws, a copy of which can be found on our website, www.txnmenergycom/sustainability/governance/governance-documents.aspx.
•Director Nominations to be Included in the 2026 Proxy Statement (Proxy Access). For a shareholder nominee for director to be included in the Company’s proxy statement for the next year’s annual meeting, the written notice must be received by the Corporate Secretary no earlier than November 2, 2025, and no later than 5:00 p.m. Central Time on December 2, 2025, and must contain certain information required under our bylaws. The requirements for such notice are set forth in our bylaws, a copy of which can be found on our website, www.txnmenergy.com/sustainability/governance/governance-documents.aspx. Please refer to our bylaws for the complete proxy access requirements.
•For information on recommending individuals for consideration as director nominees by our Nominating Committee, see page 15 of this proxy statement.
•Universal Proxy Rules. We are required under SEC Rule 14a-19 to include on our proxy card all nominees for director for whom we have received notice under the rule, which must be received no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting. For any such director nominee to be included on our proxy card for next year’s annual meeting, the Corporate Secretary must receive notice under SEC Rule 14a-19 no later than March 14, 2026. Please note that the notice requirement under SEC Rule 14a-19 is in addition to the applicable notice requirements under the advance notice provisions of our bylaws described above.
29. What is “householding”?
If you and one or more shareholders share the same address, it is possible that only one copy of the Notice or one copy of the proxy materials, as applicable, was delivered to your address. This is known as “householding.” We will promptly deliver a separate copy of the Notice or, if you requested a printed version by mail, the proxy materials, to you if you call or write us at our principal executive offices at TXNM Energy, Inc., Attn: Investor Relations and Shareholder Services, 414 Silver Avenue SW, MS-0905, Albuquerque, NM 87102-3289; telephone: (505) 241-2868. If you want to receive separate copies of the Notice or the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and telephone number.
30. Whom should I call with other questions?
If you have any further questions about voting your shares or attending the Annual Meeting, please call Shareholder Services at 505-241-2868.
GLOSSARY OF TERMS USED IN THIS PROXY
| | | | | |
| AIP or Annual Incentive Plan | TXNM Energy, Inc. Officer Annual Incentive Plan, our annual cash incentive plan for Officers. Each AIP details measurements and metrics for a specific calendar year |
| Annual Meeting | Annual Meeting of TXNM Energy, Inc. shareholders, to be held on May 13, 2025 |
| Audit Committee | Audit and Ethics Committee of the Board |
| Board | Board of Directors of TXNM Energy, Inc. |
| CD&A | Compensation Discussion and Analysis beginning on page 36 |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| COO | Chief Operating Officer |
| Compensation and HC Committee | Compensation and Human Capital Committee of the Board |
DEI | Diversity, Equity and Inclusion |
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act |
| Earnings Growth | Non-GAAP adjusted diluted earnings per share performance measure calculated for purposes of determining certain long-term awards under the outstanding LTIPs. Earnings Growth is calculated by measuring the growth rate in the Company’s adjusted annual diluted earnings per share during the performance period. Each of the applicable LTIPs sets forth (i) a definition of the adjusted diluted earnings per share performance measure used thereunder (which definitions are generally similar, but not identical, to the Incentive EPS performance measure used for purposes of determining awards under the AIP), and (ii) a detailed formula for calculating Earnings Growth thereunder. Earnings Growth levels are not necessarily identical to any earnings outlook or guidance that may be announced by the Company and are designed to ensure that award payments are not artificially inflated or deflated |
| ECP | TXNM Energy, Inc. Executive Choice Account Plan, which allows Officers to receive reimbursement for income tax preparation, financial management and counseling services, estate planning, premiums for life and other insurance, and travel expenses related to medical or financial planning services |
| EEI | Edison Electric Institute |
EEI Index | Edison Electric Institute that measures total shareholder return for the publicly traded U.S. investor-owned electric companies. |
| EPA | United States Environmental Protection Agency |
| EPRI | Electric Power Research Institute, Inc. |
Equity Ownership Guidelines | The equity ownership guidelines for TXNM Energy, Inc. Officers |
| ERP | PNM Resources, Inc. Employees’ Retirement Plan |
| ESP II | TXNM Energy, Inc. Executive Savings Plan II, a non-qualified deferred compensation plan for Officers |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB ASC Topic 718 | Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation - Stock Compensation) |
| |
| | | | | |
| FFO/Debt Ratio | Non-GAAP performance measure calculated for the purpose of determining certain long-term equity awards, as described in the CD&A. For the 2022 LTIP, as amended, equals TXNM’s funds from operations for the fiscal year ending December 31, 2024, divided by TXNM’s total debt outstanding (including any long-term leases and unfunded pension plan obligations; excluding any outstanding debt associated with securitization) as of December 31, 2024. Funds from operations are equal to the amount of TXNM’s net cash flow from operating activities for the fiscal year ended December 31, 2024 (as reflected on the Consolidated Statement of Cash Flows as reported in the Company's Form 10-K) adjusted by the following items: (1) including amounts attributable to principal payments on imputed debt from long-term leases, (2) excluding changes in TXNM’s working capital, including bad debt expense, (3) excluding the impacts of any consolidation required by the variable interest entities accounting rules and regulations, (4) subtracting the amount of capitalized interest, (5) excluding impacts on material changes to the federal and state tax rate, (6) excluding any contributions to the PNMR or TNMP qualified pension plans, (7) excluding cash invested in cloud computing projects that are treated as operating cash flows, (8) excluding impacts of securitization, and (9) impacts of acquisition activities. The calculation is intended to be consistent with Moody's calculation of FFO/Debt (which Moody's refers to as "CFO Pre-WC/Debt") and includes any other adjustments to be consistent with Moody’s methodology as of March 18, 2022. For the 2024 LTIP, equals TXNM’s funds from operations for the fiscal year ending December 31, 2026, divided by TXNM’s total debt outstanding (including any long-term leases other than battery storage agreements and unfunded pension plan obligations; excluding any outstanding debt associated with securitization) as of December 31, 2026. Funds from operations are equal to the amount of TXNM’s net cash flow from operating activities for the fiscal year ended December 31, 2026 (as reflected on the Consolidated Statement of Cash Flows as reported in the Company's Form 10-K) adjusted by the following items: (1) including amounts attributable to principal payments on imputed debt from long-term leases other than battery storage agreements, (2) excluding changes in TXNM’s working capital, including bad debt expense, (3) excluding the impacts of any consolidation required by the variable interest entities accounting rules and regulations, (4) subtracting the amount of capitalized interest, (5) excluding impacts on material changes to the federal and state tax rate, (6) excluding any contributions to the PNMR or TNMP qualified pension plans, (7) excluding cash invested in cloud computing projects that are treated as operating cash flows, (8) excluding impacts of securitization, (9) impacts of acquisition activities, and (10) excluding the impact of extraordinary or non-recurring events occurring after February 25, 2025. The calculation is intended to be consistent with Moody's calculation of FFO/Debt (which Moody's refers to as "CFO Pre-WC/Debt") and includes any other adjustments to be consistent with Moody’s methodology as of March 1, 2024. The FFO/Debt Ratio levels are not necessarily identical to any earnings outlook or guidance that may be announced by the Company and are designed to ensure that award payments are not artificially inflated or deflated |
| Finance Committee | Finance Committee of the Board |
| GAAP | Generally Accepted Accounting Principles in the United States of America |
| GPBA Table | Grants of Plan Based Awards in 2024 Table beginning on page 56 |
| Incentive EPS | Non-GAAP adjusted diluted earnings per share performance measure calculated for the purpose of determining awards under the AIP in accordance with the AIP for the applicable year. Incentive EPS is diluted earnings per share, excluding certain terms that do not factor into ongoing earnings. For 2024, Incentive EPS of $2.74 equals net earnings attributable to TXNM per common stock share for the fiscal year ended December 31, 2024 (as reported in the Company’s Form 10-K) of $2.67 adjusted to exclude: (1) $(0.02) per share attributable to the net change in unrealized gains and losses on investment securities; (2) $0.08 per share attributable to regulatory disallowances; (3) $0.01 per share attributable to pension expense related to previously disposed of gas distribution business; (4) $0.03 per share attributable to Merger related costs; (5) $(0.03) per share attributable to judgments entered or settlements reached in litigation or other regulatory proceedings; (6) $0.03 per share attributable to process improvement initiatives; (7) $0.02 per share attributable to the loss, impairment, or write-up of any deferred tax asset or liability that was earned and recognized in a prior tax year, but that must be revalued in the current year; and (8) $(0.05) per share attributable to the sale of NMRD |
| | | | | |
| KPMG | KPMG LLP, the Company’s independent registered public accounting firm |
| LTIP or Long-Term Incentive Plan | TXNM Energy, Inc. Long-Term Incentive Plan, the long-term equity incentive plan for our executives; adopted yearly to set forth three-year performance measurements and metrics for specific plan years within the scope of the governing PEP |
Merger | On October 20, 2020, the Company entered into a Merger Agreement with Avangrid, Inc. (“Avangrid”) pursuant to which a wholly-owned subsidiary of Avangrid would have merged with and into the Company. On December 31, 2023, Avangrid informed the Company that it was terminating the Merger Agreement and, accordingly, the Merger was not consummated |
| Moody’s | Moody’s Investors Service, Inc. |
| NEO(s) or named executive officer(s) | Named executive officers of TXNM Energy, Inc. consisting of (1) each individual who served as our CEO or CFO at any time during the previous fiscal year, (2) our three most highly compensated executive officers (other than our CEO and CFO) who were serving as executive officers as of the end of the previous fiscal year, and (3) up to two additional individuals for whom disclosure would be provided but for the fact they were not serving as an executive officer as of the end of the previous fiscal year |
NMRD | NM Renewable Development, LLC, owned 50% each by PNMR Development and AEP OnSite Partners, LLC |
| NMPRC | New Mexico Public Regulation Commission |
| Nominating Committee | Nominating and Governance Committee of the Board |
| Notice | Notice of Internet Availability of Proxy Materials |
| NYSE | New York Stock Exchange |
| Officer(s) | TXNM Energy, Inc. Officer(s) |
| Pay Governance | Pay Governance LLC, the independent compensation consultant currently retained by the Compensation and HC Committee and the Nominating Committee |
| PEP | A general reference to the applicable form of the Company’s performance equity plan, which covers incentive compensation awards to certain employees and non-employee directors |
| PNM | Public Service Company of New Mexico, a regulated electric utility operating in New Mexico, and a subsidiary of TXNM Energy, Inc. |
PS or PS award | Performance share award |
| Retention Plan | TXNM Energy, Inc. Officer Retention Plan |
RSA or RS award | Time-vested restricted stock right award |
| RSP | TXNM Energy, Inc. Retirement Savings Plan, a 401(k) plan |
| S&P | Standard & Poor’s Financial Services LLC |
| SAIDI | System Average Interruption Duration Index. A reliability indicator that measures average outage duration in units of time |
| Say-on-Pay | TXNM Energy shareholders’ advisory vote on executive compensation |
| SCT | Summary Compensation Table beginning on page 54 |
| SEC | United States Securities and Exchange Commission |
| Severance Plan | TXNM Energy, Inc. Non-Union Severance Pay Plan |
| Sustainability Report | A report containing sustainability disclosures related to our environmental (including climate change), social and governance principles, available at www.txnmenergy.com/sustainability/reporting-and-disclosures/reporting_library.aspx |
| SVP | Senior Vice President |
| Tax Code | Internal Revenue Code of 1986, as amended |
| TCC or Total Cash Compensation | Total cash compensation, which consists of base salary and short-term cash incentives |
| TDC or Total Direct Compensation | Total direct compensation, which consists of base salary, short-term cash incentives, and long-term incentives (equity grants, performance-based grants) |
| | | | | |
| TNMP | Texas-New Mexico Power Company, a regulated electric distribution and transmission utility operating in Texas and an indirect wholly-owned subsidiary of TXNM, Energy, Inc. |
| TSR or Total Shareholder Return | A comparison over a specified period of time of share price change and dividends paid to show the total return to the shareholder during such time period. TSR = (Priceend – Pricebegin + Dividends) / Pricebegin |
TXNM Energy, TXNM or Company | TXNM Energy, which trades on the NYSE under the symbol “TXNM” |
TXNM Peer Group | Utility and energy companies comprising the TXNM directors and executive compensation peer group listed on page 39 |
| WTW | Willis Towers Watson US LLC |
2024 Benchmark Data | The compensation data from companies included in (i) the TXNM Peer Group and (ii) the WTW 2023 General Industry Executive Survey Report - United States of general industry companies with data regressed to companies similarly sized to TXNM, weighted respectively at 75% and 25%, to derive weighted market compensation statistics. The two compensation databases provide information on TCC, the reported accounting value of long-term incentives and TDC. The companies in the 2024 Benchmark Data for the WTW 2023 General Industry Survey - United States Database are listed in Appendix A |
2025 Benchmark Data | The compensation data from companies included in (i) the TXNM Peer Group and (ii) the WTW 2024 General Industry Executive Survey Report - United States of general industry companies with data regressed to companies similarly sized to TXNM, weighted respectively at 75% and 25%, to derive weighted market compensation statistics. The two compensation databases provide information on TCC, the reported accounting value of long-term incentives and TDC. The companies in the 2025 Benchmark Data for the WTW 2024 General Industry Executive Survey Report - U.S. will be listed in an appendix in the 2026 proxy statement of TXNM Energy, Inc. |
APPENDIX A
2024 BENCHMARK DATA
The 2024 Benchmark Data were weighted-average market rates of two comparator groups: (1) TXNM Peer Group listed on page 39 of this proxy statement, weighted at 75%, and (2) general industry companies of the WTW 2023 General Industry Executive Survey Report - U.S., of general industry companies with data regressed to companies similarly sized to TXNM, weighted at 25%.
| | |
List of Companies Comprising the WTW 2023 General Industry Executive Survey Report - United States
|
3M/7-Eleven/A.O. Smith/Aaron's/Abercrombie & Fitch/ABM Industries/Accenture/Acronis/Acuity Brands/Adecco Group/Adient/Adtalem Global Education/Adventist Health/Advocate Aurora Health/AECOM/Aera Energy/Aerojet Rocketdyne/AerSale/Aesop/Agrace HospiceCare/Ahold Delhaize/Air Liquide/Air Products/AirBorn/Airbus Group (EADS)/Airlines Reporting/AKQA/Alaska Air Group/Albany Medical Center/Albertsons/Alcoa/Allegheny Technologies/Allianz Technology/Allison Transmission/Allnex/Altice USA/Altria Group/Amadeus North America/Amazon.com/AMC Networks/Amentum/American Airlines/American Express Global Business Travel/American Heart Association/American Medical Association/American Regent/American Sugar Refining/American Textile/American Tower/American Water Works/Americas Styrenics/Americold Logistics/AmeriHealth Caritas/AMETEK/AMSTED Industries/Amtrak/Andersen/Andersons/APi Group/Apple/AptarGroup/APTIM/Aramark/Aramark Uniform Services/Arcadis/Arconic/Arkansas Children's Hospital/Arkema/Armstrong World Industries/Arup Group/Asahi Kasei/Asante Health System/Ascena Retail/Ascension Health/ASRC Federal Holding Company/Associated Press/Astec Industries/AT&T/ATI Physical Therapy/Augusta University Medical Center/Automatic Data Processing/AvalonBay Communities/Avanade/Avera/Avery Dennison/Aviat Networks/Avient Corporation/Avis Budget Group/Avnet/Axalta Coating Systems/Axios Media/Babson College/BAE Systems/Bain & Company/Baker Hughes/Balfour Beatty/Ball/Banner Health/Barr/Barrick Gold of North America/Battelle Memorial Institute/Bausch Health Companies/Baxter/Baylor College of Medicine/Baylor Scott & White Health/Beacon Roofing Supply/Beam Suntory/Bechtel/Becton Dickinson/Belk/Bellin Health/Benco Dental/Berry Global/Best Buy/BetMGM/Big Lots/Biogen/BJC HealthCare/BJ's Wholesale Club/Black & Veatch/Black Knight/Bloomin Brands/Blount Memorial Hospital/BMG Rights Management/BNSF Railway/Boddie-Noell Enterprises/Boeing/Bombardier/Bon Secours Mercy Health/Booz Allen Hamilton/BorgWarner/Bose/Boston Consulting Group/Boston Scientific/BrandSafway/Bridgestone Americas/Bright Horizons/Brink's/Broadridge Financial Solutions/Brooks Sports/Broughton Partners/Broward Health/Brown-Forman/BRP - Bombardier Recreational Products/Bunge/Bush Brothers & Company/C&S Wholesale Grocers/Cabot/CACI International/California Dental Association/Campbell Soup/Canadian National Railway/Canadian Pacific Railway/Canfor Corporation/Capri Holdings/Cardinal Health/Cargill/Carmeuse North America Group/Carnival/Carrier Global Corporation/CDM Smith/CDW/Cedars-Sinai Medical Center/Celanese/Celestica/CentraCare/Ceridian HCM/CF Industries/CGI Technologies and Solutions/Chamberlain Group/Charter Communications/Cherokee Nation Businesses/Chewy.com/Chicago Transit Authority/Chickasaw Nation/Children's Health System of Texas/Children's Healthcare of Atlanta/Children's Hospital & Clinics of Minnesota/Children's Hospital of Wisconsin/CHS/Church & Dwight/Cincinnati Children's Hospital Medical/Center Cisco Systems/CITGO Petroleum/City of Fort Worth/City of Hope National Medical Center/City of Houston/City of Longmont/Claire's/Clarivate Analytics/Clearwater Paper Corporation/Cleveland Clinic Foundation/Cleveland-Cliffs/Clorox/Coca-Cola/Cognizant/Colgate-Palmolive/Collective Health/Colliers International/Colonial Pipeline Company/Colsa/Columbus McKinnon/Commercial Metals/Commercial Vehicle Group/CommonSpirit Health/CommScope/Community Health Network/Compass/Compass Group, North America Division/Compassion International/ConAgra Brands/Concentra Inc/Condé Nast Publications/Conduent/Cone Health/Conemaugh Memorial Medical Center/Conga/Consumer Reports/Continental Automotive Systems/Cook Children's Health Care/Cooperman Barnabas Medical Center/CoorsTek/CoreLogic/Corewell Health/Cornell University/Corning/Corteva Agriscience/Coty/Covestro/Cox Enterprises/CoxHealth Systems/Cracker Barrel Old Country Stores/Crowley Maritime Corporation/Crown Castle/CSC ServiceWorks/CSX/CTB Inc/Curtiss-Wright/Cushman & Wakefield/Custom Truck One Source/CVR Energy/CVS Health/CWT/Daiichi Sankyo/Daikin Industries/Dairy Farmers of America/Dana/Darden Restaurants/Dart Container/Dartmouth Hitchcock Medical Center Day & Zimmermann/Deckers Brands/defi SOLUTIONS/Delinian/Delta Air Lines/ Deluxe/Dematic Group/Department of Administrative Services/DePaul University/Derse/Deutsche Post/Diageo/Diamond Sports Group/Dick's Sporting Goods/DIRECTV/Dispatch Health/dLocal/Dollar Tree/Domino's Pizza/Donaldson/Donnelley Financial Solutions/Dormakaba/Dorman Products/Dot Foods/Dover/Dow Chemical/Dow Jones/DPR Construction/Draslovka/Drax Power Group/Driscoll Children's Hospital/Driscoll's/Driven Brands/Dun & Bradstreet/DuPont/DXC Technology/E.A. Sween Company/E.W. Scripps/EAB Global/Eastman Chemical/Eaton/EBSCO Information Services/ECOBAT Technologies/Ecolab/Edwards Lifesciences/Elbit Systems of America/Electrolux/EMCOR Group/Emerson Electric/Emory Healthcare/Encompass Health Corporation/Endo/Energizer/EnPro Industries/Entain/Enterprise Community Development/Enviri/Envision Healthcare Corporation/Envista Holdings/EOS/Equifax/Equinix/Equisoft/Ericsson/Ernst & Young/Essentia Health/Evoqua Water Technologies/Excelerate Energy/Expedia/Experian Americas/Express/Fairview Ltd./Fanatics/Ferrara Candy Company/FirstGroup/Fiserv/Flowserve/Fluor/Fluor Marine Propulsion/FOCUS Brands/Foot Locker/Forbes/Ford/Fortune Brands Home & Security/Fossil/Foundever/Four Seasons Hotels and Resorts/Fraser/Freeport-McMoRan/Fresenius Medical Care NA/Freshworks/Freudenberg/Froedtert Health/Frontier Communications/Fruit of The Loom/GAF Materials/Gap/Gates/GATX/Geisinger Health System/Generac Power Systems/General Atomics/General Dynamics/General Dynamics Information Technology/General Mills/General Motors/Genuine Parts/Georgia Institute of Technology/Gerdau Long Steel North America/Gerson Lehrman Group/Getac Technology/Getinge/Getty Images/Gildan Activewear/Glanbia Group Services/Global Infrastructure Solutions, Inc./Global Payments/GLOBALFOUNDRIES/Globalization Partners/Globe Union/Glory Global Solutions/GOJO Industries/Goodyear Tire & Rubber/Graco/Graham Packaging/Granite Construction/Graphic Packaging/Great River Health/Greif/Grey/Greyhound Lines/Group 1 Automotive/GroupM/GS1 US/Guardian Pharmacy/GXO Logistics/H Lee Moffitt Cancer Center & Research Inst./H&R Block/H.B. Fuller/Habitat for Humanity International/Harley-Davidson/Harman International Industries/Harvard Business School Publishing/Havas Group/HCA Healthcare/HDR/HealthEquity/HealthMap Solutions/Hearst/Heidelberg Materials/HelloFresh/Helmerich & Payne/Hendrickson/Henry Ford Health/Henry Schein/Herbalife/Herc Rentals/Hershey/Hertz/Hexcel/Hexion/Highmark/Hillenbrand/Hilton Worldwide/Hines/Hirose Electric/Hitachi Solutions/Hitachi Vantara/HNI/HNTB/Hogarth Worldwide/HOLT CAT/Home Depot/Honeywell/Hormel Foods/Hotelbeds/Houghton Mifflin Harcourt/Howard Hughes Corporation/Howard Hughes Medical Institute/HP Inc./Huhtamaki/Hunt Consolidated/Hunterdon Healthcare/Huntington Memorial Hospital/Hypertherm/IBM/IDEX/ Corporation/iHeartMedia/iHerb/IKEA/Ilitch Holdings/Illinois Tool Works/Imperial Dade/Incora/Indiana University Health/Ingevity/Ingram Industries/Inmar/INNIO Jenbacher/Innospec/In-N-Out Burgers/INOVA Health System/Institute of Electrical & Electronic/Engineers (IEEE)/Integer Holdings/Integra Lifesciences/Intercontinental Hotels Group/International Data Group/International Game Technology/International Paper/Interstate Batteries Systems/IPEX Management/IQVIA/Iron Mountain/Ixom/J. Crew/J. Jill Group/J. Skinner Baking Company/J.C. Penney Company/J.M. Smucker/Jabil Circuit/Jacobs Engineering/Jacobs Technology/Jefferson Science Associates/JELD-WEN/Jenoptik/Jet Propulsion Laboratory (Caltech)/JetBlue Airways/JM Family Enterprises/John Wiley & Sons/Johns Hopkins Health System/Johns Hopkins University/Johns Manville/Johnson Controls/K. Hovnanian Companies/Kaiser Foundation Health Plan/Kantar Group/KBR/KEEN/Kelly Services/Kelsey-Seybold Clinic/Kenco Management Services/Kennametal/Keurig Dr Pepper/KI, Inc/Kimley-Horn and Associates/Kin + Carta/KinderCare Education/Kinross Gold/Kohler/Kohl's/Kontoor Brands/KPMG/Krones/Kronos Worldwide/L.A. Care Health Plan/L.L. Bean/L3Harris/Labcorp/Lakeshore Learning Materials/Lam Research/Land O'Lakes/Landor & Fitch/Laureate Education/Lear/Learning Care Group/Ledcor Industries/Leggett and Platt/Lehigh University/Lehigh Valley Health Network/Leidos/Lennox International/Les Schwab Tire Centers/Lexmark/Liberty Global/Liberty/Latin America/Lifepoint Health/LifeWay Christian Resources/Lincoln Electric/LKQ/Lockheed Martin/Loma Linda Univ Medical Center/Loram Maintenance of Way/L'Oréal/Lowe's/Luck Companies/Lululemon Athletica/LyondellBasell/M. A. Mortenson Company/Macy's/Madonna Rehabilitation Hospitals/Magellan Midstream Partners/Makino/Mark Anthony Group/Marriott International/Mars Incorporated/Marshall Medical Center/Martin Marietta/Marvin/Mary Kay/Mary Washington HealthCare/Mass General Brigham/MasterBrand/Mastercard/Matrix Service/Mattel/Maximus/Mayo Clinic/McCain Foods/McCormick/McDermott International/McDonald's/McGraw-Hill Education/McKesson/McLane Company/Mecklenburg County/Medable/Medical College of Wisconsin/Medline Industries/MedVet/Meijer/Memorial Health Systems/Memorial Healthcare System/Messer Americas/Meta/Methodist Hospital System/Microsoft/MillerKnoll/Minneapolis School District/MIT Technology Review/Mitsubishi International/Mohawk Industries/Molina Healthcare/Molson Coors Beverage Company/Momentive Performance Materials/Mondelez/MoneyGram/MongoDB/Montrose Memorial Hospital/Moove/Movella/Moxa/MSA Safety/Mueller Water Products National Academies of Sciences, Engineering, and Medicine/National Church Residences/National Louis University/National Renewable Energy Laboratory/National Rural Electric Cooperative Association/National Vision/Nationwide Children’s Hospital/NBA – National Basketball Association/NCR/Nebraska Medical Center/Neiman Marcus Group/Neoris/Neste Oyi/NetJets/New Era Cap/New York Racing Association/New York Times/New York University/Newell Brands/Newmont Mining/ News Corporation/Newsday/Niagara Bottling/Nidec Global Appliance/Nintendo of America/Nissan Motor/NNV Ventures/Noble Corporation/Nordson/Norfolk Southern/North Carolina Office of State Human Resources/North Mississippi Health Services/Northern Arizona University/Northern Tool + Equipment/Northrop Grumman/ Northwell Health/Northwest Permanente PC/Northwest Pipe Company/NOV/NOVA Chemicals Inc./Novelis/ Novo Nordisk/NOW Foods/Nu Skin Enterprises/Nutrien/nVent/Oak Street Health/Occidental Petroleum/Oceans Healthcare/Ogilvy/Oldcastle BuildingEnvelope/ON Semiconductor/ONEOK/Openlane/OpSec Security/Oracle/Orano/Orlando Health/Otis Elevator Company/Otsuka Pharmaceutical/Otter Products/Outfront Media/Owens & Minor/Owensboro Health Regional Hospital/Owens-Illinois/Oxford Industries/Pactiv/Panasonic of North America/Panda Restaurant Group/Paramount Global/PAREXEL/Parker Hannifin/Parsons Corporation/Party City/Paychex/Pearson/PENN Entertainment, Inc./Penn Medicine/Lancaster General Health |
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List of Companies Comprising the WTW 2023 General Industry Executive Survey Report - United States
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Health/Penn State Hershey Medical Center/Penske Truck Leasing/Pentlands Brands/PepsiCo/Peraton/Percepta/Performance Food Group/Pernod Ricard/Phillip Morris International/Phoenix Children’s Hospital/Physicians Endoscopy/Piedmont Healthcare/Pitney Bowes/PKC Group/Plexus/Pohlad Companies/Polaris Industries/Politico/Port of Portland/Port of Seattle/Praxair/Precision Castparts/Preformed Lined Products/Presbyterian Healthcare Services/Progressive Leasing/ProLink Staffing/Promethean/Prosegur Cia de Seguridad/Protolabs/Providence Health & Services/PulteGroup/Puma/Purdue Pharma/PVH Corp./QTC Management/QTI Human Resources/Quad/Qurate Retail Group/Rackspace Technology/Raising Cane’s Chicken Fingers/RAND Corporation/Randstad/Rayonier/Rayonier Advance Materials/Raytheon Technologies/Recreational Equipment/Red Bull Media/RELX Group/Renown Health/Republic Services/Resideo/Rev Group/Revantage Corporate Services/Reynolds American/Rheem Manufacturing/Rice Tec/Rich Products/Richardson International/Ricoh Americas/Rio Tinto/Robroy Industries/Rockwell Automation/Rolls-Royce North America/Roswell Park Cancer Institute/Rotary International Royal Caribbean Cruises/RSM US LLP/Rush University Medical Center/RXO Inc./Ryder System/Ryerson/S&C Electric/S.C. Johnson & Son/Saddle Creek Logistics Services/Safelite Auto Glass/SAIC/Saint Luke's Health Systems/Saint-Gobain/Salem Health/Sally Beauty/Samaritan Health Services/Samsung/Samuel, Son & Co. Limited/San Manuel Band of Mission Indians/Sanford Health/SAP/Saputo/SAS Institute/Sazerac Company/Schlumberger/Schnuck Markets Inc/Scholastic/School Specialty/Schreiber Foods/Scientific Research Corporation/Scotts Miracle-Gro/Sealed Air/Seattle Children's Hospital/Seminole Hard Rock Support Services/Sensient Technologies/Sentara Healthcare/Sephora/Serco Group/Sercomm/SES/SGS - Société Générale de/Surveillance/SharkNinja/Shaw Industries/ShawCor/Sherwin-Williams/Sierra Nevada Corporation/Sierra Space/SIG Combibloc/Silgan Containers/Sinclair Broadcast Group/Sisters of Mercy Health System/SITA/Slalom/Sleep Number/Smithfield Foods/SMSC Gaming Enterprise/Snap One/Snap-on/Sodexo/Solenis/Somfy/Sonepar USA/Sonoco Products/Sony Electronics/Southeastern Freight Lines/Southern Glazer's Wine and Spirits/Southwest Airlines/Southwire Company/Sovos/SpartanNash/SpecialtyCare/Spectrum Brands/Spirit AeroSystems/Spirit Airlines/Springfield Clinic/SPX Corporation/SSM Health/St Francis Hospital St. Jude Children's Research Hospital/St. Luke's Health System in Boise Idaho/Stanford University/Stanley Black & Decker/Stantec/Star Tribune/Starbucks/Steelcase/Stepstone/Steris/Stolt-Nielsen/Straumann/Summa Health System/Sun Chemical/Sunbelt Rentals/SunCoke Energy/Sunstar Americas/Sunstar Engineering Americas/Superior Industries International/Sweetgreen/Sylvamo/Sysco Corporation/Tailored Brands/Tallahassee Memorial HealthCare/Tampa General Hospital/Tapestry/Target/Taubman Centers/TaylorMade Golf/TD Synnex/TDS Telecom/TE Connectivity/TeamHealth/TEGNA/Tellurian/Tenet Healthcare Corporation/Tennant Company/Terex/Terumo BCT/Teva Pharmaceutical Industries/Texas Children's Hospital/Textron/The Boldt Company/The Christ Hospital/The Marcus Corporation/The MetroHealth System/The Ohio State University/The University of New Mexico/Thomson Reuters/Thyssenkrupp/TidalHealth/Tiffany & Co./Timken/T-Mobile USA/Toro/Torrid/Tory Burch/Toyota Motor/Trane Technologies/Transocean/Travel + Leisure Co./Treehouse Foods/Tri Pointe Homes/Trijicon Inc/Trilogy Health Services/TriNet/Trinity Health/Trinity Industries/Triumph Group/TriWest Healthcare Alliance/TTEC/TTI/Tyson Foods/U.S. Xpress Enterprises/UC Health/UF Health Jacksonville/Uline/ULTA Salon, Cosmetics & Fragrances/Ultra Electronics/UNC Health Care/Underwriters Laboratories/Unilever United States/Union Pacific Corporation/Unisys/United Launch Alliance/United Natural Foods/United Regional Health Care/United States Cellular/United States Steel/UnitedHealth Group/UnityPoint Health-Des Moines/Univar/Universal Health Services/University Health System/University Hospitals/University of Chicago Medical Center/University of Illinois at Chicago/University of Maryland Faculty/Physicians/University of Maryland Global Campus/University of Maryland Medical Center/University of Miami/University of Michigan Health System/University of Michigan-Ann Arbor/University of Mississippi Medical/Center/University of Phoenix/University of Rochester/University of Texas - M.D. Anderson/Cancer Center/University of Texas at Austin/University of Vermont Medical Center/University of Wisconsin-Madison/UPS/Urban Outfitters/URS CH2M Oak Ridge (UCOR)/US FoodsUSG Corporation/UT Health Science Center at Houston/UT Southwestern Medical Center/Utah Transit Authority/UW Health/Valero Energy/Valley Health System/Valmont Industries/Valvoline/Van Andel Institute/Vanderbilt University Medical Center/Varsity Brands/VCU Health Systems/Vectrus/Ventura Foods/Veolia Environnement/Vericast/Veritiv/Vertex Pharmaceuticals/Vertiv/Vesuvius Flow Control NAFTA/Veterans Health Administration/VF Corporation/Vibrantz Technologies/Vice Media Group/Victoria's Secret/VillageMD/Virtua Health/Visteon/Vitesco Technologies/Vizient/VMLY&R/VNS Health/Volaris Group/Volkswagen Group of America/Vontier/Vulcan/Vulcan Materials/W.R. Grace/W.W. Grainger/Wabtec/WakeMed Health and Hospitals/Walgreens Boots Alliance/Walmart/Walt Disney/Warner Bros. Discovery/Warner Music Group/Washington River Protection Solutions/Washington University in St. Louis/Washington University School of Medicine/Waste Management/Waters/Waterton Property Management/Wawa/Weatherford/Weill Cornell Medical College/Weir Group/Wells Enterprises/WellSpan Health/WellStar Health System/Wendy's Group/West Pharmaceutical Services/Westchester Health Network/Westlake Chemical/WestRock/Weyerhaeuser/Whataburger Restaurants/Whirlpool/White & Case/Wichita State University/Wildlife Studios/Wilmer Cutler Pickering Hale andDorr LLP/Winnebago Industries/Wistron NeWeb/Wood/Woodward/World Fuel Services/Worthington Industries/Wunderman Thompson/Wyndham Hotels & Resorts/Xerox/Xtek Inc/Xylem/Yahoo!/Yanfeng Global Automotive Interior Systems/Yazaki Corporation/YETI Coolers/Yondr Group/Yum! Brands/Yuma Regional Medical Center/Zamora Company/Zayo Group/Zimmer Biomet/Zoetis
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