v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TXNM Energy, Inc.
Entity Central Index Key 0001108426
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year Summary Compensation Table Total for PEOCompensation Actually Paid to PEOAverage Summary Compensation Table Total for Non-PEO Named Executive OfficersAverage Compensation Actually Paid to Non-PEO Named Executive OfficersTotal Shareholder Return
Peer Group Total Shareholder Return
Net Earnings
(In thousands)
Incentive EPS
($)($)($)($)($) ($)($)($)
(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 
        
Named Executive Officers, Footnote 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.        
Peer Group Issuers, Footnote 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.        
PEO Total Compensation Amount | $ $ 5,626,175 $ 7,670,833 $ 6,596,575 $ 5,594,739 $ 7,837,411
PEO Actually Paid Compensation Amount | $ $ 5,103,842 4,903,568 7,807,506 4,294,466 10,571,654
Adjustment To PEO Compensation, Footnote 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. 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.
YearReported Summary Compensation Table TotalReported Value of Stock AwardsStock Award AdjustmentsReported Change in the Actuarial Present Value of Pension BenefitsPension Benefit AdjustmentsCompensation Actually Paid
($)($) ($)($)($)($)
(a)(b)
PEO20245,626,175 (2,720,925)2,198,592 — — 5,103,842 
Average of non-PEO NEOs20241,544,760 (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 YearYear over Year Change in Fair Value of Outstanding and Unvested Stock AwardsYear over Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the YearChange in Fair Value of Stock Awards Granted in Current Year that Vested in the YearTotal Stock Award Adjustments
($)($)($)($)($)
PEO20242,912,021 (290,610)(422,819)— 2,198,592 
Average of non-PEO NEOs2024626,979 (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.
        
Non-PEO NEO Average Total Compensation Amount | $ $ 1,544,760 1,495,372 1,547,874 1,188,098 1,435,144
Non-PEO NEO Average Compensation Actually Paid Amount | $ $ 1,515,875 1,071,031 1,607,675 930,313 1,823,253
Adjustment to Non-PEO NEO Compensation Footnote 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.
YearReported Summary Compensation Table TotalReported Value of Stock AwardsStock Award AdjustmentsReported Change in the Actuarial Present Value of Pension BenefitsPension Benefit AdjustmentsCompensation Actually Paid
($)($) ($)($)($)($)
(a)(b)
PEO20245,626,175 (2,720,925)2,198,592 — — 5,103,842 
Average of non-PEO NEOs20241,544,760 (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 YearYear over Year Change in Fair Value of Outstanding and Unvested Stock AwardsYear over Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the YearChange in Fair Value of Stock Awards Granted in Current Year that Vested in the YearTotal Stock Award Adjustments
($)($)($)($)($)
PEO20242,912,021 (290,610)(422,819)— 2,198,592 
Average of non-PEO NEOs2024626,979 (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.
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. 		       
Tabular List, Table
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
        
Total Shareholder Return Amount | $ $ 113 92 105 95 98
Peer Group Total Shareholder Return Amount | $ 127 107 117 116 99
Net Income (Loss) | $ $ 258,722,000 $ 106,879,000 $ 185,180,000 $ 211,847,000 $ 187,316,000
Company Selected Measure Amount 2.74 2.82 2.69 2.45 2.28
Additional 402(v) Disclosure Represents the total shareholder return (“TSR”) on our common stock assuming an investment of $100 on December 31, 2019.Represents our net earnings, in thousands, as reported in our Annual Report on Form 10-K for each of the years presented.
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 VS Return.jpg
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 VS Net.jpg
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.
Compensation Actually Paid VS Incentive.jpg
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.
        
Earnings Per Share $ 2.67        
Earning Per Share Attributable To Net Change In Unrealized Gains (Losses) On Investment Securities (0.02)        
Earnings Per Share, Attributable To Regulatory Disallowances And Restructuring Costs 0.08        
Earnings Per Share Attributable To Pension Expense Related To Previously Disposed Of Gas Distribution Business 0.01        
Earnings Per Share Attributable To Merger 0.03        
Earnings Per Share Attributable To San Juan Generating Station Retirement Income Tax Adjustment Expense (0.03)        
Earnings Per Share, Attributable To Process Improvement Initiatives 0.03        
Earnings Per Share, Attributable To Income Tax Valuation Allowance 0.02        
Earnings Per Share, Attributable To Sale of NMRD $ 0.05        
Measure:: 1          
Pay vs Performance Disclosure          
Name Incentive EPS        
Non-GAAP Measure Description 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.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Earnings Growth        
Measure:: 3          
Pay vs Performance Disclosure          
Name FFO/Debt Ratio        
Measure:: 4          
Pay vs Performance Disclosure          
Name Reliability        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Our current executive compensation program does not include the award of options. While we do not have a formal policy in place with regard to the timing of award of options, stock appreciation rights or similar instruments in relation to the disclosure of material nonpublic information, if in the future we anticipate granting options, stock appreciation rights or similar instruments, we may determine to establish a policy regarding how the Board determines when to grant such awards and how the Board or the Compensation and HC Committee will take material nonpublic information into account when determining the timing and terms of such awards.
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true