UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
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Filed by a Party other than the Registrant  o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12
PNM Resources, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ýNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(ii)(1) and 0-11





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PNM Resources, Inc.
414 Silver Ave. SW
Albuquerque, NM 87102-3289
www.pnmresources.com
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders: The 2022 Annual Meeting of shareholders of PNM Resources, Inc. will be held as follows:
DATE AND TIME:Tuesday, May 10, 2022, at 9:00 a.m. Mountain Daylight Time (Meeting Room doors open at 8:15 a.m.)
PLACE:
Franciscan Room
Hotel Albuquerque at Old Town
800 Rio Grande Blvd., N.W.
Albuquerque, New Mexico 87104

Due to the expiration of Executive Order 2021-008 issued by the Governor of the State of New Mexico, we expect to conduct the Annual Meeting in-person. We are closely monitoring guidance issued by the State of New Mexico and public health officials with respect to the coronavirus (COVID-19) pandemic. Accordingly, we reserve the right to change the means of conducting the Annual Meeting, including by changing to a fully remote or hybrid meeting format if required by changes in applicable law. If we change the means of conducting the Annual Meeting, we will, as soon as reasonably practicable, announce the details including by press release, updating the Annual Meeting information on our website, and filing additional proxy materials with the SEC.
WHO CAN VOTE:
You may vote if you were a shareholder of record as of the close of business on March 21, 2022.
ITEMS OF BUSINESS:
(1) Elect as directors the nine director nominees named in the proxy statement.
(2) Ratify appointment of KPMG LLP as our independent registered public accounting firm for 2022.
(3) Approve, on an advisory basis, the compensation of our named executive officers.
(4) Consider any other business properly presented at the meeting.
VOTING:On March 29, 2022, we began mailing to our shareholders either (1) a Notice of Internet Availability of Proxy Materials, which indicates how to access our proxy materials on the Internet or (2) a printed copy of our proxy materials.

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. See the questions and answers beginning on page 71 of our proxy statement about the meeting (including how to listen to the meeting by webcast), voting your shares, how to revoke a proxy, how to vote shares in person and via the internet and attendance information.
By Order of the Board of Directors

Patricia K. Collawn
Chairman, President and Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2022:
This Notice of Annual Meeting; our 2022 proxy statement; our 2021 Annual Report on Form 10-K; a shareholder letter from Patricia K. Collawn, our Chairman and CEO; and stock performance graph are available at www.proxyvote.com and www.pnmresources.com/asm/annual-proxy.cfm.

You are receiving these proxy materials in connection with the solicitation by the Board of Directors of PNM Resources, Inc. of proxies to be voted on at the PNM Resources 2022 Annual Meeting of Shareholders. Please vote on the proposals described in this proxy statement.

Thank you for investing in PNM Resources, Inc.




TABLE OF CONTENTS
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i



GLOSSARY OF TERMS USED IN THIS PROXY
AIP or Annual Incentive PlanPNM Resources, Inc. Officer Annual Incentive Plan, our annual cash incentive plan for Officers. Each AIP details measurements and metrics for a specific calendar year
Annual MeetingAnnual Meeting of PNM Resources, Inc. shareholders, to be held on May 10, 2022
Audit CommitteeAudit and Ethics Committee of the Board
Avangrid
Avangrid, Inc., a New York corporation
BoardBoard of Directors of PNM Resources, Inc.
CD&ACompensation Discussion and Analysis beginning on page 36
CEOChief Executive Officer
CFOChief Financial Officer
Company, PNMR or PNM ResourcesPNM Resources, Inc.
CO2
Carbon Dioxide
Compensation and HR CommitteeCompensation and Human Resources Committee of the Board
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
Earnings GrowthNon-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
ECPPNM Resources, Inc. Executive Choice Account Plan, formerly known as the PNM Resources, Inc. Executive Spending 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
EEIEdison Electric Institute
EPAUnited States Environmental Protection Agency
EPRIElectric Power Research Institute, Inc.
ERP
PNM Resources, Inc. Employees’ Retirement Plan
ESG Commitment
A component to the PNM Resources, Inc. website that contains our commitment concerning environmental (including climate change), social, governance, and sustainability reporting as well as our disclosures relating thereto, which are available at www.pnmresources.com/esg-commitment.aspx
ESP IIPNM Resources, Inc. Executive Savings Plan II, a non-qualified deferred compensation plan for Officers
EVPExecutive Vice President
Exchange ActSecurities Exchange Act of 1934, as amended
FASB ASC Topic 718Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation - Stock Compensation)
 Four CornersFour Corners Power Plant
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FFO/Debt RatioNon-GAAP performance measure calculated for the purpose of determining certain long-term equity awards, as described in the CD&A. For the 2019 LTIP, as amended, equals PNMR's funds from operations for the fiscal year ending December 31, 2021, divided by PNMR's total debt outstanding (including any long-term leases and unfunded pension plan obligations) as of December 31, 2021. Funds from operations are equal to the amount of PNMR's net cash flow from operating activities (as reflected on the Consolidated Statement of Cash Flows) as reported in the Company's Form 10-K for PNMR adjusted by the following items: (1) including amounts attributable to principal payments on imputed debt from long-term leases, (2) excluding changes in PNMR'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 future material changes to the federal and state tax rate, (6) excluding any contributions to the PNMR or TNMP qualified pension plans, and (7) excluding 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 February 22, 2019. For the 2021 LTIP, equals PNMR’s funds from operations for the fiscal year ending December 31, 2023, divided by PNMR’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, 2023. Funds from operations are equal to the amount of PNMR’s net cash flow from operating activities (as reflected on the Consolidated Statement of Cash Flows) as reported in the Company’s Form 10-K for PNMR adjusted by the following items: (1) including amounts attributable to principal payments on imputed debt from long-term leases, (2) excluding changes in PNMR’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) excluding 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 5, 2021. 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 CommitteeFinance Committee of the Board
GAAPGenerally Accepted Accounting Principles
GHG Greenhouse Gas
GPBA TableGrants of Plan Based Awards Table beginning on page 58
Incentive EPSNon-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 corporate diluted earnings per share, excluding certain terms that do not factor into ongoing earnings. Incentive EPS 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. For 2021, Incentive EPS of $2.45 equals net earnings attributable to PNMR per common stock share (as reflected on the Consolidated Statement of Earnings) of $2.27 adjusted to exclude: (1) $0.01 per share attributable to regulatory disallowances and restructuring costs; (2) $0.03 per share attributable to pension expense related to previously disposed of gas distribution business; (3) $0.13 per share attributable to Merger related costs; and (4) $0.01 per share attributable to other income tax impairments and valuation allowances
KPMGKPMG LLP, the independent registered public accounting firm
LTIP or Long-Term Incentive PlanPNM Resources, 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
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Merger
On October 20, 2020, the Company entered into the Merger Agreement with Avangrid and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Avangrid
Merger Agreement
Agreement and Plan of Merger, dated as of October 20, 2020, by and among Avangrid, Merger Sub and PNMR, pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving as a wholly-owned subsidiary of Avangrid, as amended by the Amendment to the Merger Agreement, dated January 3, 2022
Merger SubNM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of Avangrid
Moody’sMoody’s Investors Service, Inc.
NEO(s) or named executive officer(s)
Named Executive Officers of PNM Resources, 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
NMPRCNew Mexico Public Regulation Commission
Nominating CommitteeNominating and Governance Committee of the Board
NoticeNotice of Internet Availability of Proxy Materials
NYSE New York Stock Exchange
Officer(s)PNM Resources, Inc. Officer(s)
Pay GovernancePay Governance LLC, the independent compensation consultant currently retained by the Compensation and HR Committee and the Nominating Committee
PEPA 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
PNMPublic Service Company of New Mexico, a regulated electric utility operating in New Mexico, and a subsidiary of PNM Resources, Inc.
PNM Resources, PNMR or CompanyPNM Resources, Inc., which trades on the NYSE under the symbol “PNM”
PNMR Peer GroupUtility and energy companies comprising the PNMR director and executive compensation peer group listed on page 49
PS or PS awardsPerformance share award
Retention PlanPNM Resources, Inc. Officer Retention Plan
RSATime-vested restricted stock right award
RSPPNM Resources, Inc. Retirement Savings Plan, a 401(k) plan
S&PStandard & Poor’s Financial Services LLC
SAIDISystem Average Interruption Duration Index. A reliability indicator that measures average outage duration in units of time
SARStock Appreciation Right
Say-on-PayPNM Resources shareholders’ advisory vote on executive compensation
SCTSummary Compensation Table beginning on page 53
SECUnited States Securities and Exchange Commission
Severance PlanPNM Resources, Inc. Non-Union Severance Pay Plan
Sustainability Report
A report prepared annually that contains sustainability disclosures related to our environmental (including climate change), social and governance principles available at www.pnmresources.com/esg-commitment/esg-reporting-and-disclosures/esg_reporting_library.aspx
SVPSenior Vice President
Tax CodeInternal Revenue Code of 1986, as amended
TCC or Total Cash CompensationTotal cash compensation, which consists of base salary and short-term cash incentives
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TCJATax Cuts and Jobs Act of 2017
TDC or Total Direct CompensationTotal direct compensation, which consists of base salary, short-term cash incentives, and long-term incentives (equity grants, performance-based grants)
TNMPTexas-New Mexico Power Company, a regulated electric distribution and transmission utility operating in Texas and an indirect subsidiary of PNMR
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
Willis Towers WatsonWillis Towers Watson Public Limited Company
2021 Benchmark DataThe compensation data from companies included in (i) the PNMR Peer Group and (ii) the Willis Towers Watson 2020 Executive CDB General Industry Survey Report - U.S. of general industry companies with data regressed to companies similarly sized to PNMR, 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 2021 Benchmark Data for the 2020 Willis Towers Watson U.S. CDB General Industry Executive Database are listed in Appendix A
2022 Benchmark DataThe compensation data from companies included in (i) the PNMR Peer Group and (ii) the Willis Towers Watson 2021 Executive CDB General Industry Survey Report - U.S. of general industry companies with data regressed to companies similarly sized to PNMR, 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 2022 Benchmark Data for the Willis Towers Watson 2021 Executive CDB General Industry Survey Report - U.S. will be listed in an appendix in the 2023 proxy statement
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PROXY SUMMARY
We are an investor-owned energy holding company with two regulated utilities, PNM and TNMP, providing electricity and electric services in New Mexico and Texas. To assist you in reviewing the proposals to be acted upon at our Annual Meeting, we call your attention to the following information, which is only a summary. For more complete information about our corporate governance, the experience and composition of our Board and key executive compensation actions and decisions, please review this entire proxy statement. For more complete information about our financial and operational results, strategic direction and our environmental stewardship, community activities, and social initiatives, please review our 2021 Annual Report on Form 10-K (available on our website at www.pnmresources.com/investors/financial-information/sec-filings.aspx) and our Sustainability Report (available on our website at www.pnmresources.com/esg-commitment/esg-reporting-and-disclosures/esg_reporting_library.aspx). For a list of terms defined and used in this proxy statement, see the Glossary beginning on page ii. Information contained on www.pnmresources.com, www.pnm.com, or any third-party websites referenced in this proxy statement is not incorporated by reference or otherwise deemed to be part of this proxy statement. On March 29, 2022, we began mailing to our shareholders either the Notice of Internet Availability of Proxy Materials or a printed copy of our proxy materials.
Strategic Combination with Avangrid

On October 20, 2020, we entered into the Merger Agreement with Avangrid and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Avangrid (the "Merger"). At a special meeting of shareholders held on February 12, 2021, our shareholders overwhelmingly approved the Merger Agreement. No further action by our shareholders is required with respect to the Merger Agreement. Accordingly, no action will be taken at this Annual Meeting with respect to, and no proxy is being solicited by this Proxy Statement in connection with, the Merger Agreement or any matters related thereto. This Proxy Summary, as well as certain compensation disclosures included in this Proxy Statement, are presented without regard to the terms of the proposed Merger.

Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the receipt of required regulatory approvals. The Merger Agreement provides that it may be terminated if the effective time of the closing of the Merger shall not have occurred by January 20, 2022 (the “End Date”); however, either Avangrid or we could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.

In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, we entered into an Amendment to the Merger Agreement pursuant to which the parties agreed to extend the End Date to April 20, 2023. The Amendment acknowledges that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. The Merger Agreement, as amended, may be terminated by Avangrid or us under certain circumstances, including if the Merger is not consummated by April 20, 2023. On January 3, 2022, Avangrid and the Company filed a notice of appeal with the New Mexico Supreme Court of the NMPRC’s ruling.

Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on the Company, the receipt of required regulatory approvals, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and related filings have been made with the NMPRC.

Until the Merger closes, we remain a separate and independent company, focused on delivering on our operational plan and business objectives. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 2.1 to the Current Report on Form 8-K that we filed with the SEC on October 21, 2020 and the Amendment to the Merger Agreement, which has been filed as Exhibit 2.1 to the Current Report on Form 8-K that we filed with the SEC on January 3, 2022. For more information regarding the Merger Agreement and the Merger, including the interests of certain persons under the proposed Merger, please see our Definitive Proxy Statement on DEFM14A filed with the SEC on January 5, 2021.

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Annual Meeting of Shareholders
Date and Time:May 10, 2022, 9:00 a.m. Mountain Daylight Time (Meeting Room doors open at 8:15 .a.m.
Place:
Hotel Albuquerque
Franciscan Room
800 Rio Grande Blvd., N.W.
Albuquerque, New Mexico 87104
(map to meeting location included on back of proxy statement)

Due to the expiration of Executive Order 2021-008 issued by the Governor of the State of New Mexico, we expect to conduct the Annual Meeting in-person. We are closely monitoring guidance issued by the State of New Mexico and public health officials with respect to the coronavirus (COVID-19) pandemic. Accordingly, we reserve the right to change the means of conducting the Annual Meeting, including by changing to a fully remote or hybrid meeting format if required by changes in applicable law. If we change the means of conducting the Annual Meeting, we will, as soon as reasonably practicable, announce the details including by press release, updating the Annual Meeting information on our website, and filing additional proxy materials with the SEC.
Record Date:March 21, 2022
How to Vote:Shareholders as of the record date may vote as follows:
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.)
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 the requested paper proxy card to vote your shares.)
By Mail:
If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the enclosed, postage-paid envelope. Otherwise, request delivery of the proxy statement and proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by telephone or internet.
During the Meeting:
If you are a registered shareholder, you will have the opportunity to vote your shares during the Annual Meeting by following the instructions available on the meeting website during the meeting. If you are a beneficial owner and your shares are held in “street name”, and you wish to participate electronically in the Annual Meeting, and vote via the internet, you must follow the instructions provided by your bank, broker or other nominee.
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 Daylight Time on May 9, 2022. Please note that the voting deadline is earlier for voting shares held in our RSP, as described on page 74 under Question 15 (and shares held in our RSP may not be voted during the Annual Meeting).


2


Our vision and values guide us in the pursuit of strategic and financial objectives. Success is demonstrated in achievements providing value to employees, customers, communities and shareholders.
Vision:

Create a clean and bright energy future

Values:

Safety for ourselves, our co-workers, our customers and communities

Caring about the welfare of others is a company tradition. It fosters a positive workplace, a focus on customers and dedicated community service

Integrity and honest communications guide our dealings and keep us accountable to our stakeholders and each other

Strategic and Financial Objectives:

PNMR is focused on achieving three key financial objectives:
Earning authorized returns on regulated businesses
Delivering at or above industry-average earnings and dividend growth
Maintaining investment grade credit ratings

In conjunction with these objectives, PNM and TNMP are dedicated to:
Maintaining strong employee safety, plant performance, and system reliability
Delivering a superior customer experience
Demonstrating environmental stewardship in business operations, including transitioning to an emissions-free generating portfolio by 2040
Supporting the communities in their service territories

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2021 Business Highlights

Financial Performance and Investment Highlights

Delivered ongoing earnings of $2.45 per diluted share in 2021 compared to $2.28 per diluted share in 2020
Continued payment of an annual dividend during the pending Merger, with a 6.1% increase approved in February 2022 to be paid for 2022
Maintained investment grade credit ratings

Corporate Responsibility and ESG Commitment

Progressed on our transition to clean energy:
Pursued regulatory approval for PNM’s plan to exit from coal by the end of 2024 through an agreement to exit PNM’s 13% ownership share of the Four Corners Power Plant, with considerations for customer savings and support for impacted employees and communities
Increased PNM’s resource capacity portfolio to over 30% renewables and over 40% carbon-free through the addition of 306 MW of wind generation purchase power agreements, nearly doubling PNM’s wind capacity
Joined the Western Energy Imbalance Market on April 1, 2021, maximizing renewables and low-cost, flexible resources across the real-time wholesale energy trading market and contributing to fewer renewable curtailments across the western United States resulting in an estimated reduction in carbon dioxide of over fifty-six thousand tons. Participation also achieved customer savings of $12.5 million in 2021
Completed the acquisition of the Western Spirit project, an approximately 150-mile, 345-kV transmission line and related facilities, which became operational in December 2021 to begin providing transmission service to approximately 800 MW of new wind generation located in eastern New Mexico
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Promoted electric vehicle adoption by obtaining approval of PNM’s Transportation Electrification Program supporting customer adoption of electric vehicles (EVs) through financial incentives and EV-specific electricity rates and announced partnership in the National Electric Highway Coalition committed to providing EV fast-charging ports across the country’s major roadways by the end of 2023
Named PNM’s first Chief Environmental Officer in February 2022, who is responsible for developing and implementing the Company’s business strategy and positions on environmental and sustainability policy issues, and charged with establishing organization-wide policies, strategies, goals, objectives and programs that advance sustainability and ensure compliance with regulations. The role will serve as the Company’s primary contact with various regulatory agencies and other stakeholders. In addition, the role will lead environmental justice work, incorporating impacts to tribal, worker and affected communities, and advance ESG reporting
Employed a workforce comprised of 52% minorities, 26% women, 14% identified as disabled and 8% veterans, with 39% of employees represented by a bargaining unit
Continued to make financial assistance available to customers impacted by the COVID-19 pandemic, providing over $7 million in cumulative assistance to over 15,000 families in need through collaboration and partnerships with internal and external stakeholders
Championed our employees, customers, communities and industry:
Contributed $6.2 million to non-profits and community partners, including nearly $1.6 million in PNM Resources Foundation grants distributed to New Mexico and Texas non-profits, and customer payment assistance for over 4,100 families through the PNM Good Neighbor Fund
Facilitated employee and customer Earth Day cleanups across PNM’s service territory resulting in over 2,200 gallons of trash collected
Continued to provide leadership, sponsorship and membership in local New Mexico and Texas commerce organizations and industry-focused organizations, highlighted by our CEO’s leadership positions with EEI and EPRI
Recognized for these efforts:
TNMP honored for the sixth consecutive year by the EPA’s ENERGY STAR program, earning recognition with a fourth consecutive Partner of the Year Sustained Excellence Award for its High-Performance Homes program
PNM Resources named to Newsweek’s list of America’s Most Responsible Companies for the second consecutive year



4


Voting Matters and Board Recommendations

This year shareholders will be asked to vote on three proposals. These proposals and the Board’s vote recommendations are listed below:
Board vote recommendationPage References
(for more detail)
Proposal 1: Elect as directors the nine director nominees named in this proxy statement
FOR each nominee21 - 31
Nominees provide the needed experience and expertise to direct the management of the business and affairs of the Company and ensure strong independent oversight.
Proposal 2: Ratify appointment of KPMG as our independent registered public accounting firm for 2022
FOR32
All independence standards have been met and sound practices are used to ensure high quality audits.
Proposal 3: Approve, on an advisory basis, the compensation of our named executive officers
FOR35
Our executive compensation is market-based, performance-driven, and aligned with shareholder interests.

Governance Highlights

We believe that good governance and transparency are integral to achieving long-term shareholder value and our strategic goals, including delivering at or above industry-average earnings and dividend growth, maintaining strong employee safety and operational performance, transforming to a cleaner energy portfolio and supporting our communities. Our commitment to governance policies and practices that serve the interests of the Company and our shareholders, customers and communities is underscored by the following corporate governance practices and facts for PNM Resources that are described further beginning on page 8:
ü Gender, ethnic and experience-diverse Board
ü Lead independent director with specified duties to ensure strong independent oversight
ü Annual election of all directors and Board refreshment/service policy
ü Independent directors meeting regularly in executive sessions
ü Majority voting for all directors
ü Board committees comprised entirely of independent directors with relevant expertise
ü Annual Board and committee self-evaluation process

ü Prohibition of hedging Company securities

ü Proxy access bylaws
ü Prohibition of pledging of Company securities by directors and executive officers, including the NEOs



ü Sustainability reporting and oversight
ü Incentive compensation awards subject to forfeiture and clawback

ü Political contributions, lobbying and governmental communications policies, including voluntary reporting of these activities
ü Stock ownership guidelines for executive officers and directors



2022 Nominees for the Board of Directors
We have highly qualified, diverse, high-functioning and experienced directors that position the Board to provide effective oversight. The Board has a good mix of new and long-standing directors and the Board’s gender diversity has been recognized as having a balanced board by 50/50 Women on Boards (formerly 2020 Women on Boards), a leading global education and advocacy campaign driving the movement toward gender and diversity on corporate boards, for the past eleven years. Detailed background and other skills and experience information about our nine director nominees can be found beginning on page 22.
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Board Highlights:
8
Years
Average Tenure
8 of 9 Members Are Independent44.4% Are Female and 22.2% are Minority
100%
Have C-Suite Experience and Financial Expertise
77.7%
Have Environmental/Sustainability Expertise


2022 Nominees:
NameAgeDirector
Since
Occupation / ExperienceIndependentPNMR CommitteesOther Public
Company Boards
Vicky A. Bailey692019Founder and President, Anderson Stratton International, LLCü
Compensation
Nominating (Chair)
Cheniere Energy, Inc.

Equitrans Midstream Corporation

Occidental Petroleum Corporation
Norman P. Becker
(Lead Director)
662016Retired President and CEO, New Mexico Mutual Casualty Companyü
Compensation
Finance
Patricia K. Collawn632010Chairman, President and CEO, PNM Resources, Inc.
Cheniere Energy, Inc.

Equitrans Midstream Corporation

EVgo, Inc.(1)

E. Renae Conley642014CEO, ER Solutions, LLCü Audit
Compensation (Chair)

US Ecology, Inc.

Southwest Gas Holdings

Alan J. Fohrer712012Retired Chairman and CEO, Southern California Edisonü Audit (Chair)
Nominating
TransAlta
Corporation
Sidney M. Gutierrez 702015Chairman, Vaya Space ü Audit
Finance
James A. Hughes592019Managing Partner, Encap Investments, L.P.ü
Finance
Nominating
Alcoa Corporation

TPI Composites, Inc.
Maureen T. Mullarkey622014Former EVP and CFO, International Game Technologyü Compensation
Finance (Chair)
Everi Holdings, Inc.
Donald K. Schwanz772008Retired Chairman and CEO, CTS Corporationü Audit
Nominating
(1) Ms. Collawn has submitted her resignation from the board of EVgo, Inc., effective March 31, 2022.

6


Annual Advisory Vote On Our Executive Compensation Programs
The compensation programs for our NEOs are performance-based and market competitive, aligning incentive opportunities with the performance expected of us by our shareholders and customers. Historically, at the annual meetings held from 2016 to 2020, our shareholders voted in favor of Say-on-Pay advisory proposals at levels ranging from 87.5% to 90.7%, which the Compensation and HR Committee considered to reflect strong approval by our shareholders. In 2021, 67.1% of votes cast were voted in favor of approval of the Say-on-Pay proposal at the 2021 annual meeting of shareholders.
The Compensation and HR Committee reviewed the outcome of the 2021 Say-on-Pay advisory vote in the context of (i) the historical voting trend described above, (ii) consistency of performance-based executive compensation plans and programs over the 2016-2021 period, (iii) the change in institutional shareholders voting in 2021 following the announcement of the Merger and (iv) the executive compensation plans and programs disclosed in our 2021 proxy statement.

Due to the pending Merger, the Company experienced a change in its shareholder base from 2020 to 2021, resulting in the addition of new shareholders without a history of engagement with the Company and different investment priorities. The Company sought to engage with the majority of its 25 largest shareholders, representing nearly half of total shares outstanding as of December 31, 2020. These investors included many long-term shareholders as well as those who initiated positions in the quarter the Merger was announced. We engaged with more than half of these shareholders, representing a total of approximately 35% of total shares outstanding. The remaining investors elected not to engage. For institutions wishing to engage, this outreach included a description of changes to executive compensation plans related to the Merger and the nature of contributions to a legacy age-based retirement plan applicable to two executives grandfathered under the plan. Shareholders engaging in these conversations did not provide recommendations regarding these items and largely voted favorably on the Say-on-Pay proposal.

Because (i) the Company’s compensation philosophy (which focuses on pay for performance, as described above) has not significantly changed since the 2020 shareholder vote, and (ii) the only material changes in the Company’s executive compensation plans and programs in 2021 related to changes in anticipation of the Merger, the Compensation and HR Committee concluded that the reduced level of shareholder support for the 2021 Say-on-Pay advisory proposal was due to the contributions under legacy age-based retirement plans, which will end following the final contributions in 2022, and the changes related to the Merger. Generally, those changes reflected one-time actions or events tied to special circumstances that were facing the Company and will not be continued in 2022. Instead, the Company’s executive compensation plans and programs for 2022 are more closely aligned with the Company’s historical plans and programs, as discussed in the CD&A.

Taking all of those factors into account, the Compensation and HR Committee determined that, except as described above, significant changes to our executive compensation plans and programs were not warranted as a result of the outcome of the 2021 Say-on-Pay shareholder advisory vote.

We ask that our shareholders approve, on an advisory basis, the compensation of our NEOs as described in the Executive Compensation section (including the CD&A and compensation tables) of this proxy statement beginning on page 36.

ü Performance-based: On average, over the most recent five-year period, 75% of CEO and 59% of other NEO pay opportunity is at risk

ü Performance metrics align with business strategy:
Annual Incentive Pay under 2021 AIP
60% Incentive EPS20% Customer Satisfaction20% Reliability
Long-Term Incentive Performance Shares under 2021 LTIP
50% Earnings Growth25% Relative TSR25% FFO/Debt

ü Market competitive pay mix of equity and cash:

    Designed to attract and retain talented executives
    Targets the median of 2021 Benchmark Data
    Share ownership guidelines align with long-term shareholder value


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Forward-Looking Statements

Statements made in this Proxy Statement that relate to future events or our expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates and apply only as of the date of this report.  We assume no obligation to update this information.
Because actual results may differ materially from those expressed or implied by these forward-looking statements, we caution readers not to place undue reliance on these statements. Our business, financial condition, cash flows, and operating results are influenced by many factors, which are often beyond our control, that can cause actual results to differ from those expressed or implied by the forward-looking statements.  Additionally, there are risks and uncertainties in connection with the proposed acquisition of us by Avangrid which may adversely affect our business, future opportunities, employees and common stock, including without limitation, (i) the expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of the remaining required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction, (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (iii) the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, and (iv) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of PNM Resources to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally. We describe risks and uncertainties that can cause actual results and events to differ materially in the “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis” sections of our Forms 10-K and 10-Q filed with the SEC.

INFORMATION ABOUT OUR CORPORATE GOVERNANCE

Corporate Governance Principles

Our Board is elected by shareholders to oversee management to assure we optimize long-term shareholder value by operating in an ethical and forthright manner and responsibly addressing the concerns of our various constituencies. In recognition of the importance of governance to the proper management of the Company, the Board adopted a consolidated Corporate Governance Principles document so that investors, employees, customers, regulators, and the community may be aware of the policies followed by the Company. These principles have been approved by the full Board after analysis of policy considerations and peer benchmarks. With the goal of incorporating evolving best corporate governance principles, the Board requires the Nominating Committee to review the principles at least annually and recommend changes from time to time for consideration and adoption by the full Board. The Corporate Governance Principles document can be found on PNM Resources’ website at www.pnmresources.com/esg-commitment/governance.aspx.

Code of Ethics

We have adopted a code of ethics, Do the Right Thing: Principles of Business Conduct, which applies to all directors, officers (including the principal executive officer, principal financial officer, and principal accounting officer), and employees. Do the Right Thing is available in print to any shareholder who requests it by writing to the Ethics and Governance Department, PNM Resources, Inc., 414 Silver Avenue SW, MS-1285, Albuquerque, NM 87102-3289. Do the Right Thing is also available on our website at www.pnmresources.com/esg-commitment/governance.aspx. We post any amendments to or waivers from our code of ethics (to the extent applicable to the Company’s executive officers and directors) on our website.

Concerns relating to financial statement disclosures, accounting, internal accounting controls, auditing matters, or other matters involving violations of law are handled in accordance with the complaint procedures adopted by the Audit Committee that are posted on our website at www.pnmresources.com/esg-commitment/governance.aspx. We have established an anonymous, confidential hotline through which employees and others may report concerns about our business practices.

Director Independence

In accordance with our Corporate Governance Principles, the Board has affirmatively determined that all current directors and the director nominees are independent of PNM Resources and its management (with the exception of Patricia K. Collawn). Ms. Collawn is considered an inside director because of her employment as the President and CEO of the Company.

In determining the independence of the non-employee members of the Board, the Board examined all direct and indirect relationships of these non-employee directors with the Company and determined that all such relationships complied with the
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specific independence criteria under applicable law and regulations, including the NYSE listing standards. In addition, the only direct or indirect relationships between PNM Resources and each current non-employee director nominee consist of service on the Board or a Board committee and being a shareholder or a retail utility customer of the Company.

Majority Voting for Directors

Our articles of incorporation and bylaws provide for the annual election of directors. As discussed under Question 12 on page 73, each director must receive the affirmative vote of a majority of our shares of common stock represented at the meeting and entitled to vote on the election.

Our Corporate Governance Principles also provide that any nominee in an uncontested election who does not receive the required affirmative majority vote must promptly submit his or her resignation for consideration by the Nominating Committee, which shall make a recommendation to the full Board within a reasonable period of time. The director whose resignation is under consideration will abstain from participating in the Nominating Committee’s recommendation and the Board’s decision on this matter. If a resignation is not accepted by the Board, the director may continue to serve. Directors added to the Board during the course of the year will stand for election at the next annual meeting of shareholders.

In addition to the annual election of directors, the Board’s accountability to shareholders is enhanced by:
the rigorous nomination process conducted by the Nominating Committee (which includes consideration of director candidates proposed by shareholders as described further on page 16); and
the Board’s policy that a substantial majority of the Board be independent and that the Audit, Compensation and HR and Nominating Committees consist entirely of independent directors and the Finance Committee consist of non-employee directors, a majority of whom are independent.

Director Service Policy

Our Director Service Policy provides that directors will not serve more than 12 years on the Board absent certain conditions. The policy requires directors serving more than 12 years, employee directors who leave the Company and directors who undergo a significant change in their business or professional career to submit resignations to the Board for acceptance at such time as the Board deems appropriate. Term limits for Directors can be found on page 7 of the Corporate Governance Principles, available on our website at www.pnmresources.com/esg-commitment/governance.aspx.


Succession Planning

Our Nominating Committee regularly assesses whether the composition of the Board reflects the knowledge, skills, expertise, and diversity appropriate to oversee the management of our company. In addition, effective January 1, 2019, the Board increased its size from eight to ten members to permit the addition of two highly qualified members and to facilitate Board refreshment and transition. The Board fixed the number at nine effective May 11, 2021.

Nominations Policy for Directors

Our Board recognizes that the contribution of the Board depends not only on the character and capabilities of the directors individually, but also on their collective strengths. Our Nominating Committee recognizes the importance of recruiting a well-balanced board, which reflects the interests of our shareholders, customers, employees, regulators and the communities we serve. The Nominating Committee does consider the diversity of the Board (including age, ethnicity, geographic representation, gender, experience, and education) in identifying nominees for a balanced board with varied expertise relevant to our electric energy business. For example, our current members reflect the Board’s successful efforts to recruit female (4), African-American (1) and Hispanic (1) nominees, as well as candidates from Texas (2) and New Mexico (1) (to reflect the geographic market of our utility subsidiaries, PNM and TNMP). Two candidates joined the Board in 2019 with significant environmental, climate change and sustainability expertise highly relevant to transforming to a cleaner energy portfolio and enhancing the reliability and resiliency of the grid. The Board’s gender diversity has been recognized as having a balanced board by 50/50 Women on Boards, a leading global education and advocacy campaign driving the movement toward gender and diversity on corporate boards, for the past eleven years.

Shareholder Recommendations of Directors

Any shareholder may recommend potential nominees to the Nominating Committee for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to
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the Corporate Secretary, PNM Resources, Inc., 414 Silver Ave. SW, MS-1245, Albuquerque, NM 87102-3289. As discussed on page 16, the Nominating Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates.


Proxy Access

Our bylaws permit any shareholder (or group of no more than 20 shareholders) owning three percent or more of our common stock, continuously for at least three years, to nominate up to an aggregate limit of one candidate or 20 percent of our board (whichever is greater) for inclusion in the proxy statement. For the 2023 annual meeting of shareholders notice of such nominees must be received no earlier than October 30, 2022 and no later than the close of business on November 29, 2022. Notice should be addressed to the Corporate Secretary, PNM Resources, Inc., 414 Silver Ave. SW, MS-1245, Albuquerque, NM 87102-3289. Requirements for such nominations and nominees are detailed in our bylaws, which are available on our website at www.pnmresources.com/esg-commitment/governance.aspx.

Board Leadership Structure and Lead Director

We believe the Company and our shareholders are best served by a Board that has the flexibility to establish a leadership structure that fits the needs of the Company at a particular point in time. Under our Corporate Governance Principles and bylaws, the Board has the authority to combine or separate the positions of Chairman and CEO, as well as to determine whether, if the positions are separated, the Chairman should be an employee, non-employee, or an independent director. The Board has separated the two offices on four occasions since the 1980s.

The Board believes the most effective leadership structure for the Company at this time is one with a combined Chairman and CEO coupled with an independent lead director. The Chairman is Patricia K. Collawn, our President and CEO. Combining the roles of Chairman and CEO: (1) enhances the Board’s ability to provide strategic direction and communicate clearly and effectively with management; and (2) avoids creating a structure that would effectively duplicate the work of our lead director. Ms. Collawn’s knowledge of our utilities and of the significant risks, challenges, and opportunities for our industry, including climate change, technological innovation, cybersecurity, and regulatory outcomes, makes her best suited to serve as Chairman and CEO and provide strong, unified leadership for PNM Resources. As Chairman, Ms. Collawn also brings contemporary industry insights to the Board as a result of her leadership role in leading industry organizations, such as EPRI and EEI, both of which are instrumental in addressing policy, operational, and technological issues facing the utility industry.

The position of lead director and role of our Board committees (comprised entirely of independent directors) are designed to promote strong, independent oversight of our management and affairs. Our lead director, Norman P. Becker, performs the following functions:

approves Board meeting agendas and information sent to the Board;
approves meeting schedules to ensure sufficient time for discussion of all agenda items;
chairs all meetings of the independent directors, including executive sessions of the independent directors, and presides at all meetings of the Board in the absence of the Chairman;
works with committee chairs to ensure coordinated coverage of Board responsibilities;
ensures the Board is organized properly and functions effectively and independent of management;
in consultation with the Board, is authorized to retain independent advisors and consultants on behalf of the Board;
facilitates the annual self-evaluation of the Board and Board committees;
serves as a liaison for communications between (1) management and the independent directors, and (2) the Board, our shareholders, and other interested parties; and
performs such other duties as the Board may from time to time delegate.

The lead director is elected by the independent directors, who review the role and functions of the lead director on an annual basis. The lead independent director received an annual retainer of $25,000, in addition to his ordinary director compensation, for the additional services the lead director provides.

The lead director, with the above described duties, facilitates independent oversight of management. The balance of the lead director and combined Chairman and CEO positions ensures that the Board receives the information, experience and direction to effectively govern. The Board established this leadership structure because the Board believes it is effective, efficient, appropriate to PNM Resources’ size and complexity, and represents a cost-effective allocation of responsibilities.

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The Board has also determined that the cost and efficiency benefits of its leadership structure do not result in control over both management and corporate governance being overly invested in one person. The Board is confident that, as currently constituted, it will provide ample counterbalance to a combined Chairman and CEO and that it continues to provide suitable independent oversight of management. The independent directors on the Board are all accomplished professionals possessing substantial relevant experience to oversee our regulated utility businesses. The independent directors meet in separate session, excluding management, at each regular meeting of the Board. Any director has the right to submit items to be heard at any Board meeting. Finally, the independent directors outnumber the one non-independent director, the combined Chairman and CEO, by a large majority.

Board’s Role in Risk Oversight

Our management is responsible for managing risk and bringing to the Board’s attention the most significant risks facing the Company.  The Board has oversight responsibility for the processes established to identify, assess, mitigate, and monitor these risks.  In addition, the Board integrates these processes with its ongoing strategic oversight responsibilities. Board oversight includes consideration of the various challenges and opportunities presented by the Company’s risks, plans to mitigate the risks, and the impact these risks may have on our strategy.

Throughout the year, the Board reviews information regarding the potential significant risks facing the Company.  Each significant strategic risk is overseen by the full Board in order to facilitate more effective integrated risk and strategy oversight. For many years, management has identified and reported to the full Board on multiple risks and opportunities related to climate change, including potential environmental regulation, transformation of PNM’s generation portfolio, technological innovation, and the wider power sector transformation. In addition, the full Board approves certain Company investments in environmental equipment and grid modernization technologies. In contemplating new investments and against a backdrop of a transforming and increasingly interconnected industry, the Board also considers risks related to cybersecurity. Other significant risks overseen by the full Board include safety, customer experience, and personnel and infrastructure security.

The Board also allocates responsibility for oversight of other risks among the committees of the Board.  For example, the Finance Committee reviews and recommends to the full Board decisions regarding capital structure and oversees our management of risks associated with capital availability, liquidity, and costs thereof.  In addition, the Finance Committee monitors the execution of our energy supply, sales, and hedging programs.  The Audit Committee plays a central role in overseeing the integrity of our financial statements and reviewing and approving the performance of our internal audit function and independent auditors.  Additionally, the Board has adopted a Cyber Risk Policy, which can be found on our website at www.pnmresources.com/esg-commitment/governance.aspx, and provided for Audit Committee oversight of management’s efforts to identify and mitigate cyber risk. While the full Board annually reviews the CEO succession planning process, the Nominating Committee oversees risks related to succession planning for the Board, and the Compensation and HR Committee oversees risks related to succession planning for Company officers. In addition, the Compensation and HR Committee considers risks related to the attraction and retention of talent and to the design of compensation programs and arrangements. In doing so, the Compensation and HR Committee monitors the design and administration of our overall incentive programs to ensure that they incentivize strong individual and group performance and include appropriate safeguards to avoid unintended or excessive risk-taking by our employees.

In executing its risk oversight duties, the Board can and does access extensive internal and external expertise regarding our challenges and opportunities, including those related to climate change and cybersecurity. For instance, the Board’s Chairman, Ms. Collawn, also serves on the board of EPRI, until April 2022, a non-profit research institute engaged in researching innovative technologies and policy matters for the power industry. We are actively involved in multiple EPRI programs and have representatives on various committees of EEI focused on environmental risks and technological innovation. Such active participation in industry groups and programs has supported the development of a robust internal Environmental Management System throughout the Company. The foundation of the Environmental Management System is a screening process that allows for the review of PNM and TNMP jobs and projects before work begins to ensure protection and preservation of the environment. The Environmental Management System is supported by the Environmental Services Department’s environmental engineers, air quality and natural scientists, biologists and archaeologists who prepare and oversee implementation of measures that minimize and mitigate the environmental impacts of electric utility operations.

The Board believes that its current leadership structure (i.e., combining the Chairman and CEO roles, coupled with an independent lead director) enhances its ability to effectively oversee risk management. Ms. Collawn’s expertise makes her uniquely qualified to lead the Board in developing and monitoring the strategic direction of the Company. Meanwhile, the lead director, appointed by our independent directors to provide independent Board leadership, has clearly defined responsibilities designed to provide independent oversight of management on behalf of shareholders and to prevent conflicts of interest.

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Communication with the Board

Shareholders wishing to communicate with the Board or with a specific director may do so by writing to the Board or to the particular director and delivering the communication in person or mailing it to: Board of Directors, c/o Corporate Secretary, PNM Resources, Inc., 414 Silver Avenue SW, MS-1245, Albuquerque, NM 87102-3289. All shareholder communications will be relayed to the Board or an appropriate committee of the Board. If the shareholder desires to communicate a concern directly with the Board without initial review by the Corporate Secretary, the concern should be submitted in writing, in a sealed envelope addressed to the Board, in care of the Corporate Secretary, with a notation indicating that it is to be opened only by the Board. The Corporate Secretary shall promptly forward the unopened envelope to the Board. From time to time, the Board may change the process for shareholder communications with the Board or its members. Please refer to our website www.pnmresources.com/esg-commitment/governance.aspx for any changes in this process.

Shareholders and other interested parties wishing to communicate directly with the lead independent director or with the non-management or independent directors as a group may do so by writing to Lead Independent Director, c/o Corporate Secretary, PNM Resources, Inc., 414 Silver Avenue SW, MS-1245, Albuquerque, NM 87102-3289.

Director Education

Our Corporate Governance Principles encourage all directors to participate in director continuing education programs. In addition, management monitors and reports to the directors significant corporate governance initiatives. The directors also receive a presentation on developments in corporate governance at least annually.

Related Person Transaction Policy

Our “Policy and Procedures Governing Related Party Transactions” is posted on our website at www.pnmresources.com/esg-commitment/governance.aspx. The policy provides that all transactions with executive officers, directors or greater than 5% shareholders or any immediate family member of any of the foregoing (collectively referred to as “related persons”), where the aggregate amount involved is expected to exceed $120,000 per year, are subject to pre-approval or ratification by the Nominating Committee, or by the Board or another committee in the normal fulfillment of their respective charters and responsibilities. In determining whether to approve such transactions, the Nominating Committee will consider, among other factors, the extent of the related person’s interest in the transaction; the availability of other sources of comparable products or services; whether the terms are no less favorable than terms generally available in unaffiliated transactions under like circumstances; the benefit to the Company; and the aggregate value of the transaction at issue. Since January 1, 2021, we have not participated, and have no current plans to participate, in any transactions in which any related person has a material interest that would be subject to pre-approval under this policy or otherwise be reportable under applicable SEC Rules.

Equity Compensation Awards Policy

The Board adopted the Equity Compensation Awards Policy to govern the granting of all forms of equity compensation. The policy provides that equity compensation awards shall only be made in compliance with the PEP and applicable laws and regulations. The PEP prohibits option repricing, incorporates, as a general rule, a “double trigger” vesting rule in connection with a change in control, and contains a “clawback” provision subjecting all awards issued under the PEP to potential forfeiture or recovery to the fullest extent called for by any clawback policy that may be adopted by the Company. For additional information on the Clawback Policy adopted in 2019, see Clawback Policy on page 50. The Equity Compensation Awards Policy provides that equity compensation awards are prospective only and sets forth additional good governance procedures for making equity awards when the regular schedule for the grant of equity compensation falls within a black-out period for trading in our securities under PNM Resources’ Insider Trading Policy. The Equity Compensation Awards Policy is available on our website at www.pnmresources.com/esg-commitment/governance.aspx.

Political Contributions, Lobbying and Governmental Communication Policies

We support an open and transparent political process and are committed to ensuring our actions reflect the Company’s strong ethical standards. We voluntarily report information related to our efforts in the “Public Policy” section of our Sustainability Report available at www.pnmresources.com/esg-commitment/esg-reporting-and-disclosures/esg_reporting_library.aspx. In addition, our policies on communications with regulatory agencies are set forth in our Do The Right Thing: Principles of Business Conduct available at www.pnmresources.com/esg-commitment/governance.aspx.


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Insider Trading Policy Includes No Hedging or Pledging

The Company’s Insider Trading Policy prohibits all employees, officers, and directors from engaging in short sales of Company securities and states that speculative trading in Company stock is considered to be improper and inappropriate. In addition, the policy prohibits all directors, officers, and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sales contracts, or transactions that allow a person to lock in much of the value of his or her Company securities.  Further, our Insider Trading Policy prohibits all directors and executive officers, including our NEOs, from pledging Company securities as collateral for a loan.

Clawback Policy

Under the Clawback Policy adopted in February 2019 and described more fully on page 50 of this proxy statement, incentive compensation awarded to all PNMR officers is subject to recoupment if (1) any future SEC or NYSE rules require the Company to seek recovery, (2) an accounting restatement occurs due to material non-compliance by the Company with any financial requirement as a result of PNMR officer misconduct, or (3) any improper conduct by a PNMR officer.   In addition, (1) the PEP provides that all unvested and unpaid awards are subject to forfeiture for conduct which is demonstrably and materially injurious to the Company, and (2) the LTIPs and AIPs provide that a recipient will forfeit unvested and unpaid incentive compensation awards issued under the PEP for any manipulation or attempted manipulation of the performance results for personal gain at the expense of customers, shareholders, other employees or the Company.

Sustainability

We are committed to integrating sustainability into our everyday actions to help create enduring value for our shareholders, customers, and employees and the communities we serve.  At PNM Resources, the term “sustainability” encompasses a broad range of important actions. It starts with our responsibility to deliver safe, reliable, affordable, and environmentally responsible energy to our customers and focuses on the following areas: advancement of cleaner sources of energy, including renewable energy, resulting in the significant reduction of CO2 emissions; natural resource conservation and protection; energy efficiency; economic development and improving the quality of life in our communities; and corporate governance. Information about these activities, including details on the significant efforts PNM has made and continues to make to reduce its GHG emissions and water usage, and transform its generation portfolio to a carbon-free portfolio in accordance with the Energy Transition Act, is available in our Sustainability Report available at www.pnmresources.com/esg-commitment/esg-reporting-and-disclosures/esg-reporting_library.aspx.


ADDITIONAL INFORMATION ABOUT OUR BOARD AND BOARD COMMITTEES

Board Meetings

The Chairman of the Board presides at all meetings of the shareholders and of the full Board. As discussed on page 10 under “Board Leadership Structure and Lead Director,” the lead independent director chairs meetings of the independent directors and assumes other duties designed to support the Board’s independent oversight of management. The lead independent director is nominated and approved by the independent directors annually. The independent directors meet at each regular Board meeting without management present and will meet more often as the need arises. Norman P. Becker has served as the lead independent director since January 1, 2021.

In 2021, the full Board met eight times. The independent directors held five regularly scheduled meetings and three specially called meetings in 2021. During 2021, all incumbent directors attended 100% of the total number of meetings of the Board and of the committees of the Board on which they served.

Directors are expected to attend the Annual Meeting and, as stated in the Corporate Governance Principles, are responsible for attending all director meetings and for reviewing materials provided in advance of each meeting. Directors are expected to actively participate in Board and committee meetings. All directors attended the virtual 2021 annual meeting held on May 11, 2021.

Board Committees and their Functions

The Board has four current standing committees: the Audit Committee, the Compensation and HR Committee, the Finance Committee, and the Nominating Committee. All committee members are independent directors.
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Each committee has a written charter that addresses the committee’s purpose and responsibilities. All current committee charters can be found at www.pnmresources.com/esg-commitment/governance.aspx and are available in print without charge to any shareholder who requests them. The charters comply with applicable NYSE Listing Standards.

The following table provides 2021 membership and meeting information for each of the four Board committees.


NameAudit CommitteeNominating CommitteeFinance CommitteeCompensation and HR Committee
V. A. Baileyx  x*
N. P. Becker**  xx
E. R. Conley x  x*
A. J. Fohrer  x*x
S. M. Gutierrezx  x
J. A. Hughesxx
M. T. Mullarkey  x*x
D. K. Schwanzxx  
# Meetings in 20215222
# Executive Sessions in 202152
*Committee Chair
**Lead Independent Director

The membership of each of the four standing committees in 2022 is as follows:


Audit CommitteeFinance Committee
E. R. Conley
A. J. Fohrer*
S. M. Gutierrez
D. K. Schwanz
N. P. Becker**
S. M. Gutierrez
J. A. Hughes
M. T. Mullarkey*
Compensation and HR CommitteeNominating Committee
V. A. Bailey***
N. P. Becker**
E. R. Conley*
M. T. Mullarkey
V. A. Bailey*
A. J. Fohrer
J. A. Hughes
D. K. Schwanz
*Committee Chairs confirmed on March 1, 2022
**Lead Independent Director
***Effective March 1, 2022, Ms. Bailey came off Audit Committee and was appointed to the Compensation and HR Committee


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A summary of each current standing committee’s responsibilities is included below:

Audit and Ethics Committee
Membership:Five independent, non-employee directors in 2021
Functions:Oversees the integrity of our financial statements, system of disclosure and internal controls regarding finance, accounting, legal, compliance, and ethics that management and the Board have established.
Ensures compliance with our legal and regulatory requirements.
Assesses and ensures the independent accountant’s qualifications and independence.
Reviews and approves the performance of our internal audit function and independent accountants.
Approves independent accountant services and fees for audit and non-audit services.
Oversees our management of risks as assigned by the Board.
Charter:
A current copy of the Audit Committee Charter may be found on our website at www.pnmresources.com/esg-commitment/governance.aspx. The Audit Committee Charter prohibits any committee member from serving on the audit committees of more than two other publicly traded companies.
Evaluation:The Audit Committee evaluated its 2021 performance and confirmed that it fulfilled all of the responsibilities described in its Charter.
Financial Expert:The Board has unanimously determined that all Audit Committee members are financially literate and that E. R. Conley, A. J. Fohrer, and D. K. Schwanz qualify as “audit committee financial experts” within the meaning of SEC regulations.
Compensation and Human Resources Committee
Membership:Three independent, non-employee directors in 2021
Functions:
Recommends the compensation philosophy, guidelines, and equity-based compensation for officers (emphasizing rewarding long-term results and maximizing shareholder value).
Establishes an appropriate compensation program for the CEO and reviews and approves corporate goals and objectives relevant to CEO compensation.
Evaluates CEO performance in light of corporate goals and objectives.
Reviews and recommends to the independent directors, the CEO’s annual compensation level and components.
Reviews and approves all components of compensation and stock ownership guidelines for all senior officers, giving due consideration to the CEO’s recommendations.
Monitors our affirmative action program.
Oversees our annual compensation risk assessment.

Charter:
A current copy of the Compensation and HR Committee Charter may be found on our website at www.pnmresources.com/corporate-governance.aspx.
Evaluation:The Compensation and HR Committee evaluated its 2021 performance and confirmed that it fulfilled all of the responsibilities described in its Charter.

Finance Committee
Membership:Four independent, non-employee directors in 2021
Functions:
Reviews and recommends to the Board decisions regarding our capital structure and financial strategy, including dividend policy.
Oversees our financial performance, capital expenditures, and investment procedures and policies.
Oversees our investments in subsidiaries, investment trusts and other corporate investments.
Oversees our management of risks as assigned by the Board.

Charter:
A current copy of the Finance Committee Charter may be found at www.pnmresources.com/esg-commitment/governance.aspx.
Evaluation:The Finance Committee evaluated its 2021 performance and confirmed that it fulfilled all of the responsibilities described in its Charter.


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Nominating & Governance Committee
Membership:Four independent, non-employee directors in 2021
Functions:
Recommends candidates for election to the Board.
Develops policy on composition and size of the Board, as well as director tenure.
Develops director independence standards consistent with applicable laws or regulations.
Oversees the performance evaluation of the Board.
Recommends applicable revisions to the corporate governance principles.
Recommends Board compensation levels and stock ownership guidelines.
Oversees the Policy and Procedure Governing Related Party Transactions.
Oversees the Company’s management of risks as assigned by the Board.

Charter:
A current copy of the Nominating Committee Charter may be found at www.pnmresources.com/esg-commitment/governance.aspx.
Evaluation:The Nominating Committee evaluated its 2021 performance and confirmed that it fulfilled all of the responsibilities described in its Charter.
Director Candidates and Nominations:
The Nominating Committee will consider director candidates proposed by shareholders. Director candidates recommended by shareholders will be evaluated against the same criteria as nominees submitted by the Nominating Committee. Candidates must be highly qualified and exhibit both willingness and interest in serving on the Board. Candidates should represent the interests of all shareholders and not those of a special interest group. A shareholder wishing to nominate a candidate should forward the candidate’s name and a detailed description of the candidate’s qualifications, appropriate biographical information, and signed consent to serve to the Secretary of the Company, taking into consideration the criteria for new directors:

• directors should be individuals of the highest character and integrity and have inquiring minds, vision, the ability to work well with others, and exercise good judgment;

• directors should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

• directors should possess substantial and significant experience which would be of particular importance to the Company in the performance of the duties of a director;

• directors should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director;

• directors should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency; and

• each director’s ownership interest should increase over time, consistent with the stock ownership guidelines and applicable insider trading restrictions, so that an appropriate amount of stock is accumulated.

General Board attributes and director qualifications can also be found on page 3 of the current Corporate Governance Principles document posted at www.pnmresources.com/esg-commitment/governance.aspx.

In addition, please see the answer to Question 27 on page 76 for information on how to submit a shareholder proposal for nomination of a director candidate in accordance with our bylaws and applicable SEC rules.

As described on page 9 under Nomination Policy for Directors, the Board also considers diversity in identifying nominees for a well-balanced board with varied experience relevant to our electric energy business (and to date, has successfully recruited 5 female and/or minority candidates on our 9 member board, including our female Chairman).

16


DIRECTOR COMPENSATION

Elements of Director Compensation

The Nominating Committee recommends non-employee director compensation levels and stock ownership guidelines for review and approval by the full Board. Ms. Collawn, our Chairman, President and CEO, is the only salaried employee serving on the Board and she receives no additional compensation for her Board service.

The general policy of the Board is to provide a reasonable director compensation package that will attract and retain highly qualified non-employee directors. The Nominating Committee reviews and compares the form and amount of director compensation on an annual basis to consider trends in director compensation and to recommend a total compensation amount that approximates the median of non-employee director compensation in similarly situated utility and energy companies, such as the PNMR Peer Group described on page 49 of this proxy statement.

As discussed in the 2021 proxy statement, director compensation was increased for 2021 based on a July 2020 analysis prepared by Pay Governance showing that, despite the increase in 2020 director compensation, the total compensation levels were below the median of the PNMR Peer Group and the S&P 400 MidCap Utilities Index. Following discussion and review of the Pay Governance analysis and recommendations, in December 2020, the Nominating Committee recommended and the Board approved making the following changes to director compensation for 2021 (and confirmed that the resulting total 2021 compensation levels would continue to be at or slightly below the median of both the PNMR Peer Group and the S&P 400 MidCap Utilities Index): increasing the (1) annual cash retainer from $85,000 to $90,000, and (2) market value of the annual award of restricted stock rights from $115,000 to $120,000. Thus, the 2021 annual compensation for non-employee directors consisted of the following cash and stock based compensation:
Annual Retainer (Cash and Equity):

$90,000 in cash paid in quarterly installments
Restricted stock rights(1) with a market value of $120,000(2)
Lead Director Retainer:$25,000 paid in quarterly installments
Audit Committee Chair Retainer:$15,000 paid in quarterly installments
Compensation and HR Committee Chair Retainer:$12,500 paid in quarterly installments
Finance Committee Chair Retainer:$10,000 paid in quarterly installments
Nominating Committee Chair Retainer:$10,000 paid in quarterly installments
Supplemental Meeting Fees:
$1,500 - payable for and after each meeting of a particular committee or the Board, as the case may be, attended by a committee member or non-employee director, in excess of eight committee or full Board meetings annually.
(1)  Restricted stock rights granted under the PEP for the 2021 annual retainer vest on the first anniversary of the grant date, subject to vesting acceleration upon certain events, including disability. These awards are typically made at our annual meeting of directors which follows our Annual Meeting, unless the meeting occurs during a black-out period for trading in the Company’s securities as specified in the Company’s Insider Trading Policy. As set forth under the Equity Compensation Awards Policy, under those circumstances, the Board will either (a) schedule a special meeting after the expiration of the black-out period, (b) make awards pursuant to a unanimous written consent executed after the expiration of the black-out period, or (c) pre-approve the equity awards with an effective date after the expiration of the black-out period. The date of the awards is the date on which the Board approves the awards, unless (i) the approval date is a non-trading day, in which case the date is the immediately preceding trading date or (ii) pre-approval occurs during a black-out period, in which case the grant date is the first trading date after the expiration of the black-out period. The PEP limits the maximum amount of shares that may be granted to any non-employee director during any calendar year to no more than 15,000 shares.

(2)  The amount of restricted stock rights is determined by dividing $120,000 by the closing price of our stock on the NYSE on the day of the grant. Thus, 2,430 restricted stock rights were granted on May 11, 2021 to each non-employee director, based on the closing price on that date of $49.38 per share.

In addition, all directors were reimbursed for any board-related expenses, such as travel expenses incurred to attend Board and Committee meetings and director education programs sponsored by educational and other institutions. Further, directors are indemnified by PNMR to the fullest extent permitted by law pursuant to our bylaws and indemnification agreements between the Company and each director. In December 2017, we adopted a program that allows directors to defer receipt of vested restricted stock rights awards granted on and after May 2018 to the earlier of (1) the five-year anniversary of termination of service with the Board, or (2) a date certain or termination of service anniversary selected by the director. No retirement or other benefit plans are available to directors.
17



In February 2022, Pay Governance presented the Nominating Committee an analysis of director compensation that showed, despite the increase in 2021 director compensation, current total compensation levels were slightly below the median of both the PNMR Peer Group and the S&P 400 MidCap Utilities Index. Following discussion and review of the Pay Governance analysis and recommendations, in March 2022, the Nominating Committee recommended and the Board approved the following changes to director compensation for 2022 to better align with peer median: increasing the (1) annual cash retainer from $90,000 to $95,000, (2) market value of the annual award of restricted stock rights from $120,000 to $125,000, (3) the lead director retainer from $25,000 to $30,000, (4) the Compensation Committee Chair retainer from $12,500 to $15,000, and (5) the Finance and Nominating Committee Chairs from $10,000 to $12,500.

Stock Ownership and Retention Guidelines for Directors

The Board believes directors should be shareholders and have a financial stake in the Company to help align director financial interests with the financial interests of our longer term shareholders. The Board requires directors to attain a significant level of Company stock ownership over a reasonable period of time.

The Nominating Committee is responsible for recommending Board compensation levels and stock ownership and retention guidelines to the Board for approval. The current stock ownership guidelines provide that non-employee directors will hold an amount of shares (including unvested restricted stock rights) equal to five times the annual cash retainer within a reasonable period of time. In addition, each director is required to hold 100% of all vested restricted stock rights until his or her holdings exceed five times the annual cash retainer (sales of a portion of vested stock sufficient to satisfy related tax obligations are permitted). Further, directors must hold all restricted stock right awards for a period of six months after termination of Board service or until the director achieves the holding requirements. We believe these holding guidelines are appropriate because they continue to approximate the holding requirements of the PNMR Peer Group. All of the directors have met or we believe will meet in the applicable time frame their holding requirements under the guidelines. Similar stock ownership guidelines have been developed for executives and are discussed on page 51.

The guidelines are reviewed periodically for any appropriate changes as described on page 7 of the Corporate Governance Principles document available on PNM Resources’ website at www.pnmresources.com/esg-commitment/governance.aspx.

Summary of Non-Employee Director Compensation in 2021

The following table summarizes the total compensation paid to or earned by each non-employee director for the year ended December 31, 2021.

Name(1)
Fees
Earned
Or Paid
In Cash
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in Pension
Value and Non-qualified Deferred Compensation Earnings
All Other
Compensation
($)
Total
($)
V. A. Bailey100,000 120,000 220,000 
N. P. Becker115,000 120,000 235,000 
E. R. Conley102,500 120,000 222,500 
A. J. Fohrer105,000 120,000 225,000 
S. M. Gutierrez90,000 120,000 210,000 
J. A. Hughes90,000 120,000 210,000 
M. T. Mullarkey100,000 120,000 220,000 
D. K. Schwanz90,000 120,000 210,000 
B. W. Wilkinson(a)
45,000 45,000 

   (1) Patricia K. Collawn does not receive any director compensation because she is our President and CEO.

         (a) Mr. Wilkinson did not stand for re-election in 2021 and retired from the Board on May 11, 2021.
18


(2) The following table provides additional information about fees earned or paid in cash to non-employee directors in 2021:
Name

Annual
Retainer
($)

Committee
Chair Fee
($)

Board
Meeting Fees
($)

Lead
Independent
Director Fee
($)
Total
 ($)
V. A. Bailey
90,00010,000100,000 
N. P. Becker
90,00025,000115,000 
E. R. Conley
90,00012,500102,500 
A. J. Fohrer
90,00015,000105,000 
S. M. Gutierrez
90,00090,000 
J. A. Hughes
90,00090,000 
M. T. Mullarkey
90,00010,000100,000 
D. K. Schwanz
90,00090,000 
B. W. Wilkinson(a)
45,00045,000 
(a) Mr. Wilkinson did not stand for re-election in 2021 and retired from the Board on May 11, 2021.
 (3) Represents the grant date fair value of $49.38 per restricted stock right calculated in accordance with FASB ASC Topic 718 of the 2,430 restricted stock rights awarded under the PEP to each non-employee director on May 11, 2021. The assumptions used in determining the grant date fair value of restricted stock rights are set forth in Note 12 of the consolidated financial statements in PNMR’s Annual Report on Form 10-K for the year ended December 31, 2021. As of December 31, 2021, the non-employee directors listed on the table above had 2,430 outstanding restricted stock rights that will vest in May 2022. As discussed above, directors may elect to defer receipt of vested restricted stock awards granted on and after May 2018. The actual value that a director may realize on the payment of vested restricted stock rights will depend on the market price of our common stock at the date of settlement and ultimately, the value received by the director on the sale of stock.

OWNERSHIP OF OUR COMMON STOCK

Largest Shareholders

The following table contains information regarding the only persons and groups we know of that beneficially owned more than 5% of our common stock based on reports filed by such persons with the SEC as of March 21, 2022.
Name and AddressVoting AuthorityDispositive Authority
SoleSharedNoneSoleSharedTotal AmountPercentage of Class
BlackRock, Inc. (1)
55 East 52nd Street
New York, NY 10022
10,042,43910,543,53810,543,53812.30%
The Vanguard Group (2)
100 Vanguard Blvd.
Malvern, PA 192355
105,1418,562,675173,1108,735,78510.18%

(1) As reported on Schedule 13G/A filed January 28, 2022 with the SEC by BlackRock, Inc. as the parent holding company or control person of thirteen subsidiaries.

(2) As reported on Schedule 13G/A filed February 9, 2022 with the SEC by The Vanguard Group.

19


Share Ownership of Executive Officers and Directors

The Board believes that our directors and executive officers should be shareholders and have a significant long-term financial stake in the Company. The stock ownership guidelines for directors and officers are discussed on pages 18 and 51 of this proxy statement. The following table shows the amount of PNM Resources common stock owned by our current directors, the named executive officers and our directors and executive officers as a group as of March 21, 2021.
NameAmount and Nature of Shares Beneficially Owned (a)
Shares HeldRight to Acquire within 60 Days (b)Total Shares Beneficially OwnedPercent of Shares Beneficially OwnedDeferred RSAs (c)
Non-Employee Directors:
Vicky A. Bailey5,3422,4307,772*
Norman P. Becker10,8852,43013,315*5,342
E. Renae Conley19,97219,972*5,554
Alan J. Fohrer18,8382,43021,268*7,686
Sidney M. Gutierrez15,2602,43017,690*
James A. Hughes3,1242,4305,554*2,218
Maureen T. Mullarkey9,9262,43012,356*7,686
Donald K. Schwanz41,4922,43043,922*
NEOs:
Patricia K. Collawn636,443117,327753,770*
Charles N. Eldred140,33816,919157,257*
Joseph D. Tarry20,8424,13624,978*
Ronald N. Darnell39,1083,36242,470*
Chris M. Olson21,1173,65824,775*
Directors and Executive Officers as a Group (14 persons)1,065,001166,5111,231,5121.43%28,486
*Less than 1% of PNMR outstanding shares of common stock.
(a) Unless otherwise noted, each person has sole investment and voting power over the reported shares (or shares such powers with his or her spouse).
(b) Beneficial ownership also includes the following shares directors and executive officers have a right to acquire through (1) potential accelerated vesting (upon disability) under the PEP of non-employee director restricted stock awards that the director has elected not to defer receipt to a later date, (2) potential accelerated vesting (upon retirement or disability) under the PEP of officer restricted stock awards, and (3) the number of shares that executive officers have a right to acquire through the Executive Savings Plan II upon the participant’s termination of employment. As of February 28, 2022, the number of shares reported in this column include the following Executive Savings Plan II share rights held by PNMR’s named executive officers: P. K. Collawn - 85,482 and C. N. Eldred - 7,776.
(c) The amounts shown are restricted stock rights that directors have elected to defer receipt of under the program described on page 17. The information in this column is not required by SEC rules because the effect of the deferral election is that the director does not have the right to acquire any underlying shares within 60 days of March 21, 2021. PNMR has provided this information to provide a more complete picture of the financial stake that its directors have in PNMR.



20


PROPOSAL 1: ELECT AS DIRECTORS THE NINE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT
(PROPOSAL 1 on your Proxy Card)

General Information

Each of the nine director nominees presented below was recommended by the Nominating Committee and nominated by the Board for election as directors to serve for a one-year term that expires at the annual meeting in 2023 and until their successors are elected and qualified. The Board fixed the number of directors at nine, effective May 11, 2021.

The nine nominees are current members of the Board who were elected by the shareholders at the 2021 annual meeting and are standing for re-election. The Director Service Policy, adopted by the Board and set forth in the Corporate Governance Principles document, provides that, ordinarily, a director will not serve for more than 12 years on the Board. Donald K. Schwanz has served as a director for approximately 14 years. The Board is recommending that Mr. Schwanz be elected to serve an additional one-year term because his continued service during the pendency of completion of the Merger is in the best interest of the Company given his knowledge of the Merger Agreement and the Merger and the oversight required to successfully complete the Merger. Mr. Schwanz’ extensive qualifications and experience and ability to provide continuity are invaluable. In accordance with the Director Service Policy, Mr. Schwanz has submitted a written resignation to the Board for acceptance at such time as the Board, in its discretion, deems advisable. There is no current expectation that the resignation would be accepted by the Board within the one-year term.

Each of the nine nominees has consented to being nominated and to serve if elected. We do not know of any reason why any nominee would be unable to serve. However, should any nominee become unable to serve for any reason, the proxies may be voted for a substitute nominee selected by the Board upon the recommendation of the Nominating Committee, or the Board may reduce the size of the Board.

All of the director nominees are independent directors, except Ms. Collawn, our Chairman, President and CEO. As shown by the following biographies, each nominee has valuable skills and experiences that, taken together, provide us with the variety and depth of knowledge and judgment necessary to provide effective oversight of our electric utility and related businesses.

Below each nominee’s biography, we have included an assessment of the skills and experience of each such nominee. We have also included a chart that covers the assessment for the full Board after the biographies below. The noted age of each director is as of March 21, 2022.


21


Directors Nominated This Year For One-Year Terms Expiring in 2023

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Vicky A. Bailey

Age 69
Director since 2019
Founder and President, Anderson Stratton International, LLC
Independent Director
Committee Memberships:
Compensation and Human Resources
Nominating and Governance (Chair)
Ms. Bailey resides in Washington, D.C. and has over 30 years of national, international, executive, governmental and entrepreneurial expertise in energy and regulated industries. Ms. Bailey is the founder and President of Anderson Stratton International, LLC, a strategic consulting and governmental relations firm.

Ms. Bailey is currently a director of Cheniere Energy, Inc., a NYSE-listed energy company primarily engaged in liquefied natural gas related businesses, where she serves as member of its governance and nominating committee and audit committee. Ms. Bailey serves as a director of Equitrans Midstream Corporation, a NYSE-listed natural gas midstream company, and serves as chair of its corporate governance committee and is a member of its health, safety, security and environmental committee. Ms. Bailey is also a director of Occidental Petroleum Corporation, a NYSE-listed energy company conducting oil and gas exploration and production activities in the United States and internationally. Ms. Bailey serves as a director of Battelle Memorial Institute, a non-profit applied science and technology organization. Ms. Bailey is a member of the Board of Trustees of The Conference Board.

Ms. Bailey previously served as a director of EQT Corporation, an NYSE-listed petroleum and natural gas exploration and pipeline company. Ms. Bailey also served as a director of Cleco Corporation, a NYSE-listed energy services company with regulated utility and wholesale energy businesses.

Ms. Bailey has substantial regulatory and senior management experience in the energy industry having previously served as President of PSI Energy, Inc., a regulated utility; a commissioner of the Federal Energy Regulatory Commission; and commissioner of the Indiana Utility Regulatory commission. She was also a trustee of the North American Electric Reliability Corporation, the not-for-profit international regulatory authority whose mission is to assure the effective and efficient reduction of risks to the reliability and security of the grid. Ms. Bailey also has significant energy policy experience having been appointed as an Assistant Secretary for Domestic Policy and International Affairs at the U.S. Department of Energy. Ms. Bailey was appointed to the Blue Ribbon Commission on America’s Nuclear Future that conducted a review of nuclear policies and activities. Ms. Bailey was the first female to be elected chairman of the board of the United States Energy Association. Ms. Bailey received a B.S. in Industrial Management from Purdue University and completed the Advanced Management Program at The Wharton School, University of Pennsylvania.

Ms. Bailey’s extensive knowledge of the electric utility industry and nuclear energy operations, including her significant state and federal regulatory and public policy experience are highly valued by the Board and support the Company’s strategic efforts. She brings a diverse perspective to our Board based on her experience as a strategic consultant, a former energy and electric utility executive, a director of public company energy corporations, and having significant high level public policy experience relevant to our businesses.
Specific Qualifications/Attributes/Experience:

Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Regulated Industry
Energy and Electric Utility
Cybersecurity
Corporate Governance
Customer and Community
Labor and Human Resources
22


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Norman P. Becker

Age 66
Director since 2016

Retired President and CEO,
New Mexico Mutual Casualty Company

Lead Independent Director

Committee Memberships:
Compensation and Human Resources
Finance


Mr. Becker, a resident of Albuquerque, New Mexico, has more than 30 years of insurance and health care industry experience. Mr. Becker retired as President and CEO of New Mexico Mutual Casualty Company, an insurance provider, on March 31, 2021. He previously served as SVP of Manuel Lujan Agencies, an insurance agency, and as President of Lovelace Health System, a system of hospitals and medical centers in greater Albuquerque. His former roles include 20 years with Blue Cross Blue Shield plans, with the last seven of those years as President and CEO of Blue Cross Blue Shield of New Mexico.

Mr. Becker currently serves as Chairman of the Presbyterian Healthcare Systems Board of Directors and Chairman of the Greater Albuquerque Chamber of Commerce. He has extensive community and public interest involvement and serves or has served in leadership roles at United Way of Central New Mexico, Blue Cross and Blue Shield Association, the First Community Bank Advisory Board, the National Hispanic Cultural Center, the Albuquerque Hispano Chamber of Commerce, the NM Hospitals and Health Systems Association, and the Bank of Albuquerque Community Board. Mr. Becker received a Master of Health Administration degree from the University of Colorado.
Mr. Becker’s qualifications to serve as director include his extensive leadership experience within a highly regulated industry, strong record of community and business involvement, and business contacts and relationships within PNM’s service area. Mr. Becker brings valuable insight to our Board as a result of his broad range of business skills and financial expertise, as well as his expertise and exposure to an industry that has multiple stakeholders, including customers and regulators. Mr. Becker currently serves as lead director and presides over meetings of the independent directors in executive session.
Specific Qualifications/Attributes/Experience:

Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Regulated Industry
Energy and Electric Utility
Cybersecurity
Corporate Governance
Customer and Community
Labor and Human Resources
23


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Patricia K. Collawn

Age 63

Director since 2010

Chairman, President and CEO of PNM Resources
Ms. Collawn, a resident of Albuquerque, New Mexico, has more than 25 years of leadership experience in the utility and electric industry. Ms. Collawn is Chairman, President and CEO of PNM Resources, becoming Chairman in 2012, and serving as President and CEO since 2010. Ms. Collawn is also Chairman, President and CEO of PNM, and Chairman and CEO of TNMP. Ms. Collawn previously served as President and Chief Operating Officer and as Utilities President of PNM Resources. Ms. Collawn also served as President and CEO of Public Service Company of Colorado, an Xcel Energy, Inc. subsidiary.

Ms. Collawn currently serves as a director of Equitrans Midstream Corporation, a NYSE-listed natural gas midstream company and serves on its management development and compensation committee and health, safety, security and environmental committee. She is a director of EVgo, Inc., a NASDAQ-listed builder, owner and operator of DC fast charging for electric vehicles and serves on its audit and compensation committees. She also serves as a director of Cheniere Energy, Inc., a NYSE-listed energy and liquified natural gas company, serving on its audit and compensation committees. Ms. Collawn accepted nominations to serve on the boards of EVgo, Inc. and Cheniere Energy, Inc. with the expectation that the Merger would be consummated prior to the commencement of her term in office with those additional boards. Ms. Collawn has submitted her resignation from the board of EVgo, Inc., effective March 31, 2022. The Chair of the Nominating Committee, after consultation with Ms. Collawn and the Lead Independent Director, has considered Ms. Collawn’s service on these outside boards and concluded that such service will not detract from her commitment to, or ability to fulfill, her duties on behalf of the Company. Ms. Collawn previously served as a director of CTS Corporation, a NYSE-listed global designer and manufacturer of sensors, actuators and electronic components.

Ms. Collawn also serves on the boards of Nuclear Electric Insurance Limited, EEI (past Chairman), and EPRI (past Chairman). Ms. Collawn was awarded the EEI Distinguished Leadership Award by her peers for her significant contributions and ongoing commitments to the electric power industry, including leading on major policy issues such as tax reform, wildfire mitigation, and climate change. Under her leadership, PNM became the first U.S. investor-owned utility to set the earliest goal of 100% carbon-free generation by 2040.

Ms. Collawn currently serves as chairman of New Mexico Partnership, the official statewide economic development organization for locating businesses in New Mexico. She is former chairman of the Greater Albuquerque Chamber of Commerce, the Kirtland Partnership Committee, and of United Way of Central New Mexico. Ms. Collawn received a B.A. from Drake University and an M.B.A. from Harvard Business School.

Ms. Collawn’s knowledge of our business and the utility industry, her understanding of the complex regulatory structure of the utility industry and her substantial operations experience qualify her to be the Chairman of the Board and enable her to provide valuable perspectives on many issues facing the Company. Ms. Collawn’s service on the Board creates an important link between management and the Board that facilitates decisive and effective leadership. Her leadership roles with EEI and EPRI allow Ms. Collawn to keep the Board up to date on issues facing the entire utility industry, especially with respect to corporate governance, cybersecurity, environmental and sustainability matters, leadership, safety, strategy and technological matters.
Specific Qualifications/Attributes/Experience:
Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Regulated Industry
Energy and Electric Utility
Cybersecurity
Corporate Governance
Customer and Community
Labor and Human Resources
24


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E. Renae Conley

Age 64

Director since 2014

CEO, ER Solutions, LLC

Independent Director
Committee Memberships:
Audit and Ethics
Compensation and Human Resources (Chair)


Ms. Conley, a resident of Chicago, Illinois, has over 30 years of business experience in the energy industry, including significant leadership positions in finance, operations and human resources. Ms. Conley currently serves as CEO of ER Solutions, LLC, an energy consulting firm. Ms. Conley previously served as EVP, Human Resources & Administration, and Chief Diversity Officer of Entergy Corporation, a NYSE-listed integrated energy company. She also served as Chairman, President and CEO of Entergy Louisiana and Gulf States Louisiana, a subsidiary of Entergy Corporation, providing electric service to over one million customers throughout Louisiana. During that time, Ms. Conley played a key role leading utility restoration efforts in Louisiana in the wake of a number of major hurricanes. Prior to joining Entergy, Ms. Conley held a variety of executive positions for PSI Energy/Cinergy Corporation, including President of Cincinnati Gas and Electric.

Ms. Conley serves as a director of US Ecology, Inc., a NASDAQ-listed integrated environmental services company, and is chair of its compensation committee and a member of its corporate responsibility and risk committee. Ms. Conley serves as a director of Southwest Gas Holdings, Inc., a NYSE-listed holding company with interest in natural gas operations and utility infrastructure services, serving as a member of its audit and compensation committees. Ms. Conley also serves on the board of The Indiana Toll Road Concession LLC, a subsidiary of IFM Investors, operating and maintaining the Indiana East-West Toll Road. Ms. Conley previously served as a director of Advanced Disposal Services, Inc., a NYSE-listed integrated environmental services company, and as a director of ChoicePoint Inc., an identification and credential verification company.
Ms. Conley is currently chair of the Ball State University Board of Trustees and a member of the Ball State University Foundation Board. She is retired from the boards of directors of the New Orleans Branch of the Federal Reserve Bank of Atlanta and the National Action Council for Minorities in Engineering. Ms. Conley received a B.S. degree in accounting and an M.B.A., both from Ball State University.
Ms. Conley’s qualifications to serve as a director include her extensive utility and energy industry experience, including being CEO of an energy consulting company and holding directorships and executive officer positions at public energy companies, which give her important financial and regulatory insight into our regulated utility businesses and field operations. Ms. Conley also brings valuable experience with respect to labor and human resources.
Specific Qualifications/Attributes/Experience:

Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Regulated Industry
Energy and Electric Utility
Corporate Governance
Customer and Community
Labor and Human Resources
25


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Alan J. Fohrer
Age 71
Director since 2012
Retired Chairman and CEO, Southern California Edison
Independent Director
Committee Memberships:
Audit and Ethics (Chair)
Nominating and Governance

Mr. Fohrer is a resident of Arcadia, California. He retired as Chairman and CEO of Southern California Edison (“SCE”), a subsidiary of Edison International (“Edison”) and one of the largest public electric utilities in the United States. Mr. Fohrer played an important role in leading SCE following the California energy crisis and worked with regulators to establish a credible framework for energy markets in California. During this period, SCE was a leader in both renewable energy purchases and energy efficiency. He previously served as President and CEO of Edison Mission Energy, a subsidiary of Edison that owned and operated independent power facilities. He also previously served as EVP and CFO of both Edison and SCE.

Mr. Fohrer is currently a director of TransAlta, Inc., a NYSE-listed company and Canada’s largest investor-owned power producer and wholesale marketer of electricity and is a member of its audit and risk committee and governance committee.

Mr. Fohrer has served on boards of directors of Blue Shield California; the Institute of Nuclear Power Operations; Duratek, Inc.; Osmose Utility Services, Inc; MWH Global Inc.; Synagro, Inc.; and the California Chamber of Commerce. Mr. Fohrer is a member of the Viterbi School of Engineering Board of Councilors for the University of Southern California and a member of the board of the California Science Centre Foundation.
During his tenure as CEO of Southern California Edison, Mr. Fohrer represented the electric utility industry in significant regulatory and legislative proceedings, and co-chaired EEI’s energy delivery and reliability committees. Mr. Fohrer earned his B.Sc. and M.Sc. degrees in civil engineering from the University of Southern California and received an M.B.A. from California State University, Los Angeles.
Mr. Fohrer’s qualifications to serve as a director include his extensive financial and leadership experience with public energy and utility companies. In addition, Mr. Fohrer has significant experience with nuclear operations and with the legislative and regulatory challenges facing energy and utility companies. Mr. Fohrer’s background with sustainability and cybersecurity matters also makes him a valuable director on our Board.
Specific Qualifications/Attributes/Experience:
Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Regulated Industry
Energy and Electric Utility
Cybersecurity
Corporate Governance
Customer and Community
Labor and Human Resources
26


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Sidney M. Gutierrez

Age 70

Director since 2015

Chairman, Vaya Space (formerly Rocket Crafters, Inc.)

Independent Director
Committee Memberships:
Audit and Ethics
Finance


Mr. Gutierrez is a resident of Austin, Texas. He currently serves as Chairman of Vaya Space (formerly Rocket Crafters, Inc.), a development-stage company engaged in rocket propulsion research and development, launch vehicle design-engineering and launch service logistics planning and development. He retired as CEO of Vaya Space in 2018.
Mr. Gutierrez retired as a Colonel after serving as a fighter pilot and test pilot in the Air Force and as an astronaut and Space Shuttle Mission Commander with NASA. After retiring from NASA, Mr. Gutierrez spent over 20 years at Sandia National Laboratories (“Sandia”) where he served in various senior leadership positions and led many complex, high technology efforts, including research on nuclear power reactors, solar and wind energy, advanced fuel cycles and nuclear fuel waste disposal. As a director of the Environmental, Safety and Health Programs at Sandia, he was responsible for leading a lab-wide safety effort that cut the lab’s accident rate in half.
Mr. Gutierrez has also served on several national advisory panels for NASA, reporting to the President and both houses of Congress. He served on the board of directors of TNMP before it was acquired by PNM Resources. Mr. Gutierrez is actively engaged in community and other non-profit entities, including New Mexico Institute of Mining and Technology and the New Mexico Spaceport Authority. Mr. Gutierrez received a B.S. in Aeronautical Engineering (Distinguished Graduate) from the United States Air Force Academy and an M.A. in Management from Webster University.
Mr. Gutierrez’s qualifications to serve as a director includes his expertise with respect to technology systems based on his engineering background and his significant experience with nuclear energy and operations, and renewable and sustainable energy. His experience raising capital for a start-up rocket company has given him important financial insight. Mr. Gutierrez also has an extensive background in safety improvements and reliability, and a thorough knowledge of the risk management principles related to security threats including cybersecurity and Supervisory Control and Data Acquisition.
Specific Qualifications/Attributes/Experience:

Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Energy and Electric Utility
Cybersecurity
Corporate Governance
Customer and Community
Labor and Human Resources
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James A. Hughes

Age 59

Director since 2019

Managing Partner, Encap Investments, L.P.

Independent Director
Committee Memberships:
Finance
Nominating and Governance
Mr. Hughes is a resident of Houston, Texas. Mr. Hughes is currently a Managing Partner of Encap Investments L.P., providing growth capital to independent energy companies. He formerly served as CEO and Managing Director of Prisma Energy Capital LLC, a private entity focused on investments in energy storage. He is the former CEO and director of First Solar, Inc., a NASDAQ-listed provider of comprehensive photovoltaic solar energy solutions. Mr. Hughes also served as CEO and director of AEI Services LLC, a private company that owned and operated power distribution and generation (both thermal and renewable) in emerging markets worldwide. He served as President and CEO of Prisma Energy International. Mr. Hughes also held several senior executive positions with Enron corporations, including President and Chief Operating Officer of Enron Global Assets; President and Chief Operating Officer of Enron Asia, Pacific, Africa and China; and as Assistant General Counsel of Enron International.
Mr. Hughes currently serves as a director of Alcoa Corporation, NYSE-listed global industry leader in the production of bauxite, alumina and aluminum, serving as a member of its audit committee and safety, sustainability and public issues committee. He also serves as a director of TPI Composites Inc., a NASDAQ-listed manufacturer of composite wind blades for wind turbines and composite products, where he serves as a member of its audit committee.
Mr. Hughes is currently a member of the Energy Advisory Committee of the Federal Reserve Bank of Dallas. He is the former chairman and director of the Los Angeles Branch of the Federal Reserve Bank of San Francisco. Mr. Hughes received a J.D. from the University of Texas at Austin School of Law, a Certificate of Completion in international business law from Queen Mary’s College, University of London and a B.A. from Southern Methodist University.
Mr. Hughes’ qualifications to serve as a director include his extensive experience in the energy industry, particularly with respect to the renewable energy sector, which give him important financial, regulatory, sustainability and environmental insights. In addition, his previous senior leadership positions and directorships at large public energy and utility companies and service on the board of the federal reserve bank branch provide valuable business, financial, risk management, cybersecurity, regulatory, governance and operational and management expertise.
Specific Qualifications/Attributes/Experience:
Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Energy and Electric Utility
Cybersecurity
Corporate Governance
Customer and Community
Regulated Industry


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Maureen T. Mullarkey
Age 62

Director since 2014
Former EVP and CFO, International Game Technology
Independent Director
Committee Memberships:
Compensation and Human Resources
Finance (Chair)

Ms. Mullarkey is a resident of Reno, Nevada. Ms. Mullarkey retired as EVP and CFO of International Game Technology (“IGT”), a NYSE-listed company and leading supplier of gaming equipment and technology. During her nineteen years with IGT, she held several executive management positions involving investor relations, finance, accounting, treasury management, tax, information systems and enterprise resource functions.
Ms. Mullarkey is currently a director of Everi Holdings, Inc., a NASDAQ-listed company of businesses that deliver products and services to the gaming industry, where she serves on the audit, compensation, and nominating committees. She previously served as a director of NV Energy, Inc., a public utility company providing energy services and products to 1.4 million customers throughout Nevada.
Ms. Mullarkey previously served on the boards of the University of Nevada Foundation, the Nevada Museum of Art, the Desert Research Institute, and Renown Health. She has also served on the boards of the Community Foundation of Western Nevada, Nevada Women’s Fund and the University of Nevada Reno College of Business advisory board. She was an Entrepreneur in Residence with the Nevada Institute for Renewable Energy Commercialization. She was also a partner in a private investment firm. Ms. Mullarkey received a B.S. from the University of Texas and an M.B.A. from the University of Nevada, Reno.
Ms. Mullarkey’s qualifications to serve as a director include her extensive financial expertise and literacy gained after years of serving as a senior executive of a public technology company, and years of leadership as a director of a public energy company. Ms. Mullarkey also brings to the Board strategic and operational leadership and expertise related to technology. In addition, as a former director of a public energy company, Ms. Mullarkey brings to the Board sustainable and renewable energy experience.
Specific Qualifications/Attributes/Experience:

Leadership and Strategy
Finance/Capital Allocation
Financial Expertise/Literacy
Risk Management
Environmental/Sustainability
Regulated Industry
Energy and Electric Utility
Corporate Governance
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Donald K. Schwanz
Age 77
Director since 2008
Retired Chairman and CEO, CTS Corporation
Independent Director
Committee Memberships:
Audit and Ethics
Nominating and Governance

Mr. Schwanz is a resident of Scottsdale, Arizona. Mr. Schwanz retired as Chairman and CEO of CTS Corporation, a NYSE-listed global designer and manufacturer of sensors, actuators and electronic components. Prior to joining CTS, Mr. Schwanz held various senior executive and management roles at Honeywell, including President of the Industrial Controls Business, a $2.8 billion global business specializing in process control system, and President of Honeywell’s Space and Aviation Controls business, a leading global supplier of avionics for commercial and business aircraft.

Mr. Schwanz previously served as a director of Multi-Fineline Electronix, Inc., a NASDAQ Global Select Market traded company, producing flexible printed circuits and flexible circuit assemblies. Mr. Schwanz is a graduate of the Massachusetts Institute of Technology where he received his B.S. in mechanical engineering and received an M.B.A. from the Harvard Business School.

Mr. Schwanz’ qualifications to serve as a director include his years of leadership at CTS as well as his extensive executive service at Honeywell. This leadership experience provides Mr. Schwanz with strategic and operational experience, financial expertise and knowledge of finance and capital allocation. His engineering, operations, manufacturing and business experience have provided him with expertise relevant to the operation of the Company's businesses.

Specific Qualifications/Attributes/Experience:

Leadership and Strategy
Financial/Capital Allocation
Financial Expertise/Literacy
Risk Management
Corporate Governance
Customer and Community
Labor and Human Resources


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PROPOSAL 2: RATIFY APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2022
(PROPOSAL 2 on your Proxy Card)

The Board is recommending that the shareholders ratify the selection of KPMG as our independent public registered accountants for 2022. The Audit Committee has performed its annual evaluation of the quality and cost of services provided by KPMG and an assessment of auditor independence. The Audit Committee reported to the Board complete satisfaction with the services provided by KPMG and recommended that KPMG be selected as our independent registered public accountants for 2022. The Board agrees with the Audit Committee’s recommendations, as described in the Audit Committee Report contained in this proxy statement.

In determining whether to recommend to the full Board the reappointment of KPMG as our independent auditor, the Audit Committee annually considers several factors including:
the length of time KPMG has been engaged;
the firm’s independence and objectivity;
KPMG’s capability and expertise in handling our electric utility businesses, including the expertise and capability of the lead audit partner;
historical and recent performance, including the extent and quality of KPMG’s communications with the Audit Committee, and the results of a management survey of KPMG’s overall performance;
data related to audit quality and performance, including recent Public Company Accounting Oversight Board inspection reports on the firm; and
the appropriateness of KPMG’s fees.

In accordance with SEC rules, independent audit partners are subject to rotation requirements limiting their number of consecutive years of service to our Company to no more than five.

We are not required to have shareholders ratify the selection of KPMG as our independent auditor but are doing so because we believe it is a matter of good corporate governance. Representatives of KPMG will be available at the Annual Meeting where they will have the opportunity to make statements and respond to appropriate questions by shareholders. If shareholders fail to ratify the appointment of KPMG, the Audit Committee will consider other auditors for 2023. Because of the difficulty in making any substitution of auditors so long after the beginning of the current year, the appointment of KPMG as independent public accountants for 2022 will stand even if shareholders fail to ratify our selection unless the Audit Committee determines there is a compelling reason for a change. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of PNM Resources and our shareholders.

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP
as our independent registered public accounting firm for 2022.


AUDIT AND ETHICS COMMITTEE REPORT

The primary function of our Audit and Ethics Committee (“Audit Committee”) is oversight of the Company’s financial reporting process, public financial reports, internal accounting and financial controls, and the independent audit of the annual consolidated financial statements. Our Audit Committee acts under a charter, which can be found on the PNM Resources web site at www.pnmresources.com/esg-commitment/governance.aspx. We review the adequacy of the charter at least annually. Each member of the Audit Committee is independent as required by the applicable listing standards of the New York Stock Exchange and Securities and Exchange Commission (“SEC”). Three current members are audit committee financial experts under SEC rules. We held four meetings in 2021 with KPMG LLP (“KPMG”), the Company’s principal independent registered public accounting firm for 2021, and one meeting to date in 2022 at which we reviewed extensive reports and had discussions with the independent auditors, internal auditors, and other members of management.
In carrying out our responsibilities, we look to management and the independent auditors. The Company’s management is responsible for the preparation and fair presentation of the Company’s financial statements and for maintaining effective internal controls. Management is also responsible for assessing and maintaining the effectiveness of internal controls over the financial reporting process in compliance with Sarbanes-Oxley Section 404 requirements. The independent auditors are responsible for auditing the Company’s annual financial statements and expressing an opinion as to whether such financial
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statements are fairly stated in conformity with generally accepted accounting principles. In addition, the independent auditors are responsible for auditing the Company’s internal controls over financial reporting and for expressing an opinion on the effectiveness of internal control over financial reporting. The independent auditors perform their responsibilities in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).

In performing our oversight function, we reviewed and discussed the consolidated financial statements with management and KPMG, the independent auditors. Management and KPMG informed us that the Company’s consolidated financial statements were fairly stated in accordance with generally accepted accounting principles. We discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. We discussed with KPMG the matters required to be discussed by the independent auditors with the Committee under the rules and standards adopted by the PCAOB, including critical accounting matters addressed during the audit. In addition, we reviewed and discussed management’s report on internal controls over financial reporting and the related audit performed by KPMG which confirmed the effectiveness of the Company’s internal controls over financial reporting.

We received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent auditors’ communications with us concerning independence, and we discussed the firm’s independence with KPMG.

We discussed with the Company’s internal auditors and KPMG the overall scope and plans for their respective audits. We met with the internal auditors and the independent auditors at each regularly scheduled meeting, both with and without management present. Discussions included the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

We have also assessed the performance of the independent auditors and have appointed KPMG to audit the Company’s financial statements for 2022, subject to shareholder ratification of that appointment.

Based on the reviews and discussions referred to above, reliance on management and KPMG, and subject to the limitations of our role described above, we recommended to the Board the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission.


                            Audit and Ethics Committee
Alan J. Fohrer (Chair)
Vicky A. Bailey (2021 Member)
E. Renae Conley
Sidney M. Gutierrez
Donald K. Schwanz





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INDEPENDENT AUDITOR FEES

Audit Fees for 2021 and 2020

The following table represents aggregate fees billed to the Company for fiscal years ended December 31, 2021and December 31, 2020 by KPMG, our principal independent registered public accounting firm.

FeesFiscal Year Ended
(in thousands)
($)
20212020
Audit Fees1,8932,284
Audit-related Fees92134
Tax Fees
All Other Fees
Total Fees1,9852,418

Audit Fees are primarily for the audit of our annual financial statements, review of financial statements included in our 10-Q filings and the annual Sarbanes-Oxley Audit, and statutory and regulatory filings.
  
Audit-related fees incurred in 2020 and 2021 are for services provided in connection with the pending Merger.

All fees have been approved by the Audit Committee. The reported aggregate fees billed for professional services include travel related expenses to perform the services and applicable gross receipts taxes.
The Audit Committee requires the independent registered public accounting firm selected to audit the Company’s financial statements to obtain the approval of the Audit Committee before performing any non-audit services permitted by applicable law so that the Audit Committee may determine whether the provision of such services is compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Thus, the Audit Committee preapproves all audit services and all permitted non-audit services performed by the principal accounting firm.

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PROPOSAL 3: APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(PROPOSAL 3 on your Proxy Card)

Shareholders will be given the opportunity to vote on the following advisory resolution (commonly referred to as Say-on-Pay):

“RESOLVED, that the shareholders of PNM Resources, Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the PNM Resources, Inc. 2022 proxy statement pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis section, the compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of the proxy statement).”

Background on Proposal

In accordance with Section 14A of the Exchange Act, shareholders are being given the opportunity to vote at the Annual Meeting on this advisory resolution regarding the compensation of our NEOs.

As described in the Compensation Discussion and Analysis, which begins on page 36, we believe attracting, motivating and retaining talented executives is critical to the achievement of our financial and strategic objectives. Our executive compensation program is designed with that premise in mind. Our basic philosophy is that our NEOs should be paid for performance, as determined by a combination of corporate performance measures and individual performance. For a comprehensive description of our executive compensation program, philosophy and objectives, including the specific elements of executive compensation that comprised the program in 2021, please refer to the CD&A. The 2021 NEO Compensation Information, including the Summary Compensation Table and other executive compensation tables (and accompanying narrative disclosures) that follow the CD&A, beginning on page 53, provide additional information about the compensation that we paid to our NEOs in 2021.

Section 14A also requires that, at least once every six years, shareholders be given the opportunity to vote on an advisory basis regarding the frequency (i.e., annually, every two years, or every three years) of future shareholder advisory votes on the compensation of our NEOs. At the 2017 annual meeting, the shareholders indicated a preference for holding Say-on-Pay advisory votes on an annual basis as recommended by the Board. Thus, the advisory vote in Proposal 3 reflects the approved annual frequency.

Effects of Advisory Say-on-Pay Vote

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our NEOs and will not be binding on the Board or the Compensation and HR Committee. However, the Compensation and HR Committee will consider the outcome of the vote when making future executive compensation decisions.

The Board of Directors unanimously recommends a vote FOR approval of the
advisory resolution set forth above approving the compensation of our named executive officers.




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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS


The following CD&A should be read together with the SCT and other tables that are presented beginning on page 53.  Please note that this CD&A contains information about our corporate goals.  We have included this information for the limited purpose of enabling investors and other readers of this CD&A to better understand our executive compensation philosophy, policies, programs, practices, and results. This information should not be understood to represent our management’s estimates, or our future results or other guidance, and we specifically caution investors and other readers not to apply this information to other contexts.

This CD&A informs our shareholders about our compensation philosophy and decision-making process. It also explains the compensation-related actions taken, and factors considered, with respect to 2021 compensation for the NEOs. Based on 2021 positions and compensation levels, our NEOs are:

Patricia K. Collawn, Chairman, President and CEO
Charles N. Eldred, EVP, Corporate Development and Finance
Joseph D. Tarry, SVP and CFO
Chris M. Olson, SVP, Utility Operations
Ronald N. Darnell, SVP, Public Policy

The Compensation and HR Committee is composed entirely of independent directors and is responsible for approving and overseeing our executive compensation philosophy, policies, programs and practices. The Compensation and HR Committee also reviews and approves the Company’s succession plans for our CEO and other senior Officers, reviews and monitors the Company’s Affirmative Action and other diversity, equity and inclusion (DEI) programs, and oversees various other aspects of managing the Company’s human capital in coordination with our management team.


OVERVIEW

The Merger

On October 20, 2020, we entered into the Merger Agreement with Avangrid and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Avangrid (the "Merger"). In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, we entered into an Amendment to the Merger Agreement pursuant to which we and Avangrid agreed to extend the End Date to April 20, 2023. On January 3, 2022, Avangrid and the Company filed a notice of appeal with the New Mexico Supreme Court of the NMPRC’s ruling. For more information, see Strategic Combination with Avangrid on page 1.

Since we entered into the Merger Agreement, the Compensation and HR Committee has sought to hold true to our pay for performance philosophy, while managing our compensation programs against additional complexities and costs to the Company associated with the anticipated closing of the transaction.

As previously disclosed in December 2020, the Compensation and HR Committee (and the Board for the CEO) approved payments to NEOs who would be terminated upon closing of the Merger (Ms. Collawn and Mr. Eldred) (the “Terminating NEOs”). These payments were intended to mitigate potentially adverse tax impacts to the Company and the Terminating NEOs and were provided in lieu of their participation in the 2021 AIP. These payments, which were based on a target AIP level, and these NEOs’ exclusion from the 2021 AIP resulted in compensation details that are different than the Company’s historical practices and the Company’s compensation actions for the NEOs in 2022.

Throughout this period our NEOs and other executives have demonstrated outstanding leadership. Merger-related efforts have required substantial time and effort toward planning for integration, seeking regulatory approval, negotiating an extension of the Merger Agreement and appealing the NMPRC’s decision to the New Mexico Supreme Court. Throughout this time, the leadership team has continued to deliver exceptional results on behalf of shareholders, generating another year of record earnings and increasing shareholder dividends.

As the prospects for a delayed approval of the Merger became more evident, the Compensation and HR Committee began to consider appropriate actions and adjustments to the compensation arrangements for 2022. While remaining focused on our pay
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for performance philosophy, additional priorities for the Compensation and HR Committee included shoring-up the management team during this period of heightened uncertainty and considering appropriate possible program adjustments for 2022, while remaining sensitive to factors influencing shareholders’ reduced 2021 Say-on-Pay support level. As discussed further below, on page 38, the Compensation and HR Committee provided a Supplemental AIP Bonus to the Terminating NEOs to recognize their exceptional leadership of the Company during this period of uncertainty. These Supplemental AIP Bonuses, combined with the December 2020 payments, were intended to reward the Terminating NEOs on par with other participants in the 2021 Annual Incentive Plan.

2021 Performance and Resulting Performance-Based Compensation

Our 2021 performance demonstrates continued alignment of our strategic goals with an executive compensation strategy grounded in pay for performance. As the holding company of two electric utilities operating in New Mexico (PNM) and Texas (TNMP), our short-term and long-term incentive compensation performance goals are aligned with our focus on creating an environment where employees can succeed; engaging and earning the trust of our customers and stakeholders; always striving for operational excellence; creating value for our shareholders, and transforming our portfolio for a sustainable future.
In conjunction with these objectives, we remain focused on three financial goals:
Earning authorized returns on our regulated businesses
Targeting 5% earnings and dividend growth through 2025
Maintaining investment grade credit ratings

AIP Performance for 2021
The three weighted performance measures for the 2021 AIP were: Incentive EPS (60%), reliability (20%) and customer satisfaction (20%). These three AIP metrics align with our strategic goal of earning authorized returns on regulated businesses while delivering reliable and superior utility services to our customers. Eligible NEOs received annual cash incentive awards at 161% of target because the Company achieved:
Maximum performance of 2021 Incentive EPS at $2.45 per share;
Above Target performance of the reliability metric; and
Target performance of the customer satisfaction metrics.

As in previous years, the 2021 AIP specifies that no awards would be made unless the Compensation and HR Committee determined that the Company achieved the applicable threshold level of performance for Incentive EPS. Incentive EPS is a non-GAAP performance metric designed to measure the financial performance of the Company’s core business by making certain adjustments as reflected in the Glossary definition of Incentive EPS as discussed on page 52 under Adjustments for Certain Items.
For additional information about the AIP performance metrics and 2021 results, see NEO Incentive Goals and Results on page 55 and the Cash Compensation-Annual Incentive Awards section of Elements of Executive Compensation on page 44.
LTIP Performance for 2019-2021 under the 2019 LTIP

Long-term incentive awards under the LTIPs are delivered 70% in PSs and 30% in RSAs. PS awards are tied to three-year performance goals and RSAs are granted following the end of the performance period and then vest over a three-year period to promote an appropriate focus on creating sustainable shareholder value. The weighted performance metrics for the 2019 LTIP were: Earnings Growth (50%), relative TSR (25%) and FFO/Debt Ratio (25%). Earnings Growth and relative TSR metrics encourage our executives to deliver at or above industry-average earnings and dividend growth for our shareholders in a sustainable manner while the FFO/Debt metric promotes maintaining solid investment grade ratings. For the 2019 LTIP, NEOs received PS awards at 130% of target because the Company achieved:
Maximum performance of Earnings Growth, which was 6.0% over 2019-2021, compared to a target performance of 3%;
Below Threshold performance of relative TSR, which ranked the Company at the 29th percentile of other utilities included in the EEI Utilities Index, compared to a threshold performance goal of 35th percentile; and
Above target performance of the FFO/Debt Ratio a metric relating to investment grade ratings, which was 14.4% over 2019-2021, compared to a target performance of 14%.

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For additional information on the 2019 LTIP performance metrics and 2019-2021 results, see NEO Incentive Goals and Results on page 55, Equity Compensation-Long-Term Incentive Awards section of Elements of Executive Compensation on page 46, and Adjustments for Certain Items on page 52.

Supplemental AIP Bonus for Certain NEOs

On February 28, 2022, the Compensation and HR Committee (and for the CEO, the independent members of the Board) approved a one-time cash bonus to each of Ms. Collawn, $740,000 and Mr. Eldred, $260,000 in recognition of the officers outstanding leadership in 2021 including planning for integration, seeking regulatory approval, negotiating an extension of the Merger Agreement and appealing the NMPRC’s decision. This Supplemental bonus was paid in a single lump sum cash payment in early 2022 and was intended to reward the Terminating NEOs on par with other participants in the 2021 AIP.

Return to Shareholders

The Company is committed to achieving financial results that consistently provide a positive return to shareholders over time. In accordance with SEC requirements, the Company prepares a performance graph each year for inclusion in the materials provided to shareholders. The performance graph below is provided because of its relevance to the Company’s performance and is also being provided with the annual shareholder letter from our Chairman, President and CEO. The performance graph illustrates how a $100 investment in the Company’s common stock on December 31, 2016 would have grown to $151.51 by December 31, 2021, with all dividends reinvested. The chart also compares the TSR on the Company’s common stock to the same investment in the S&P 500 Index and the EEI Peer Index. The S&P 500 Index is provided for general comparison purposes, as it is in the annual performance graph, but it is not used by the Compensation and HR Committee for any compensation decisions, benchmarking or determination of incentive awards. Beginning with the 2019 LTIP, the LTIP potential performance share awards are earned based on the Company’s TSR performance relative to the EEI Peer Index. For further discussion of the LTIP, please refer to the Equity Compensation-Long-Term Incentive Awards section of Elements of Executive Compensation. Please note that the performance graph is not intended to forecast or be indicative of possible future performance of our common stock.

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Compensation Philosophy and Objectives 

Our long-term success depends upon our ability to provide safe, reliable, affordable, environmentally responsible and sustainable energy and services to our customers and invest wisely for present and future shareholder return.  Achievement of these outcomes depends upon our success in attracting, motivating and retaining highly talented professionals.  Our executive compensation program is designed to promote and support the overall objective of enhancing shareholder value and is based on a philosophy designed to:
 
Attract and retain highly qualified, motivated and experienced executives,
Provide total compensation opportunities that are market competitive and reflect the size of our Company,
Pay our NEOs for performance based on corporate and business area measures,
Link corporate compensation goals to the interests of our shareholders, and
Recognize and reward outstanding Company and individual performance.

The Company’s compensation strategy is grounded in pay for performance, which is reflected in the way we have structured base pay, short-term incentives and long-term incentives. This philosophy applies to all employees, with a more significant level of variability and compensation at risk for Officers. As previously disclosed, in December 2020, in anticipation of the Merger, the Compensation and HR Committee (and, for the CEO, the independent members of the Board) approved the payment of a cash lump sum, which was based on a target AIP level, to Ms. Collawn and Mr. Eldred in lieu of their participation in the 2021 AIP. As a result, for 2021, the TDC target opportunity for Ms. Collawn and Mr. Eldred was comprised of base salary, long-term incentive compensation, and a Supplemental AIP Bonus to reward the NEOs for their exceptional contributions to the Company in 2021. For the remaining NEOs, the TDC target opportunity was comprised of base salary and short-term and long-term incentive compensation. For 2022, the Company’s compensation plans and programs will more closely align with the Company’s historical practices and the Company will continue to put an emphasis on putting pay at risk. Our incentive compensation continues to be tied to the Company’s Incentive EPS, Earnings Growth and FFO/Debt Ratio and the achievement of measurable business goals.
The Compensation and HR Committee also considers other factors in determining the compensation of our NEOs, such as their respective qualifications, experience, expertise, performance and results of their business area, as well as the market
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competitiveness of the compensation opportunity.  The relative importance of these factors may vary from year to year and from NEO to NEO. As a result, the Compensation and HR Committee evaluates each component of pay in the context of each NEO’s total compensation.


EXECUTIVE COMPENSATION PRACTICES & RESULTS

The Compensation and HR Committee strives to ensure that we compensate our NEOs consistent with shareholder interests. Highlights of our practices to sustain good governance alignment with shareholder interests include the following:

What We Do

Pay for Performance – PNMR’s pay for performance philosophy is emphasized through variability in compensation. Generally, a significant portion of executive pay is considered “at risk” and is based on actual Company performance against both short-term and long-term performance goals. In 2021, the portion of executive pay that was considered “at risk” for Ms. Collawn and Mr. Eldred was relatively lower than it has been in past years due to the Merger-related payments that were made to them in lieu of their participation in the 2021 AIP and the Supplemental AIP Bonuses paid to them in recognition of their leadership in 2021. In 2022, those NEOs will again participate in the 2022 AIP, and we anticipate their “at risk” compensation will return to a level commensurate with their “at risk “ compensation in 2020. TDC varies depending on the Company’s achievement of financial and non-financial objectives and long-term incentive compensation is designed to closely align with shareholders’ interests.
Independent Compensation and HR Committee – The Compensation and HR Committee is comprised entirely of independent directors. Year-end results and related performance pay are reviewed and approved by the Compensation and HR Committee for the NEOs while the independent members of the Board review and approve the CEO’s compensation.
Independent Compensation Consultant – The Compensation and HR Committee uses an independent compensation consultant, Pay Governance, to regularly review and evaluate the Company’s compensation plans and programs to include periodic review of the PNMR Peer Group and to provide regular briefings regarding key trends and pending regulations. Pay Governance only provides services to the Board and its committees. No other services are provided to the Company by Pay Governance.
Capped Incentive Award Payout – Awards are capped at a maximum payout under both our AIP and LTIPs.
Reasonable Change in Control Severance Provisions (Retention Plan) – We have consistently maintained change in control provisions for our executives that we believe are reasonable and customary. The change in control provisions provide for benefits under the Retention Plan only if a change in control actually occurs (for example, upon the closing of the Merger) and the executive’s employment is terminated (i.e., double trigger). More discussion appears in the Payments Made Upon a Change in Control section of 2021 NEO Compensation Information.
“Double Trigger” Change in Control Severance Benefits – The PEP generally provides for double trigger vesting following a change in control. More discussion appears in the Payments Made Upon a Change in Control section of 2021 NEO Compensation Information.
Clawback Provisions – The PEP and/or related award documents provide that (1) all unvested and unpaid awards are subject to forfeiture for conduct which is demonstrably and materially injurious to the Company and (2) the LTIPs and AIPs provide that a recipient will forfeit unvested and unpaid incentive compensation awards issued under the PEP for any manipulation or attempted manipulation of the performance results for personal gain at the expense of customers, shareholders, other employees or the Company. In addition, under the Company’s Clawback Policy adopted in February 2019 and described more fully on page 50 of this proxy statement, incentive compensation awarded to PNMR officers is subject to recoupment in the event of certain accounting restatements or if the officer engaged in improper conduct.
Hiring and Retention of High-Achieving Executives – The objectives of rewarding performance and retention are balanced to ensure that high-achieving, marketable executives remain motivated and committed to the Company.
Tally Sheets – The Compensation and HR Committee reviews tally sheets that include compensation, which includes benefits and retirement benefits, for our NEOs prior to making annual executive compensation decisions.
Mitigation of Undue Risk – Management and the Compensation and HR Committee evaluate, through an annual risk assessment process, whether the Company’s compensation programs for employees, including NEOs, create risks that are reasonably likely to have a material adverse effect on the Company. Based on the risk analysis undertaken in early 2022, the Compensation and HR Committee does not believe that the Company’s compensation programs, policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Examples of the
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features that assist in mitigating risk include the Clawback Policy, the PEP forfeiture provisions noted above and the Company’s equity ownership holding guidelines. More discussion appears in the Board’s Role in Risk Oversight section on page 11.
Conservative Perquisites – Perquisites for our Officers are modest and serve a reasonable business purpose.
Equity Ownership Holding Guidelines – The Compensation and HR Committee believes that rewarding the NEOs with equity compensation supports retention and helps align management with the best interests of our shareholders, our customers and the Company. Therefore, the Company has equity ownership holding guidelines for all NEOs requiring that they hold from three (3) to five (5) times base salary in PNMR shares depending on the NEO’s position. See the Equity Ownership Holding Guidelines section of Additional Information.
Minimal Dilution – As the Company’s practice is to only use shares that are acquired on the open market to satisfy awards under the PEP, our equity compensation practices result in minimal dilution. More discussion appears in the Equity Compensation section of Elements of Executive Compensation.

What We Don’t Do

No employment contracts with our CEO or other NEOs.
No individual change in control agreements with our CEO or other NEOs.
No discounted stock options or SARs.
No excise tax gross-ups.
No repricing of stock options or SARs without prior shareholder approval.
No share recycling of stock options or SARs.
No evergreen provisions within the PEP.
No dividends or dividend equivalents on unvested RSAs or unearned PSs.
No hedging or monetization transactions (such as zero-cost collars and forward sales contracts, which would allow for locking in much of the value of Company securities) permitted by Officers, directors or employees.
No short sales of Company securities by any Officer, director or employee.
No pledging of Company securities by our executive officers, including NEOs, or directors.

Results of 2021 Say-on-Pay Shareholder Advisory Vote

Our shareholders cast an advisory Say-on-Pay vote on executive compensation at the May 2021 annual meeting. The holders of 67.1% of the shares, present in person or by proxy and entitled to vote at the 2021 annual meeting, approved, on an advisory basis, the compensation of our NEOs disclosed in our 2021 proxy statement. This compared to historical levels of support since 2016 ranging from 87.5% to 90.7%.

The Compensation and HR Committee reviewed the outcome of the 2021 Say-on-Pay advisory vote in the context of (i) the historical voting trend described above, (ii) consistency of performance-based executive compensation plans and programs over the 2016-2021 period, (iii) the change in institutional shareholders voting in 2021 following the announcement of the Merger and (iv) the executive compensation plans and programs disclosed in our 2021 proxy statement.

Due to the pending Merger, the Company experienced a change in its shareholder base from 2020 to 2021, resulting in the addition of new shareholders without a history of engagement with the Company and different investment priorities. The Company sought to engage with the majority of its 25 largest shareholders, representing nearly half of total shares outstanding as of December 31, 2020. These investors included many long-term shareholders as well as those who initiated positions in the quarter the Merger was announced. We engaged with more than half of these shareholders, representing a total of approximately 35% of total shares outstanding. The remaining investors elected not to engage. For institutions wishing to engage, this outreach included a description of changes to executive compensation plans related to the Merger and the nature of contributions to a legacy age-based retirement plan applicable to two executives grandfathered under the plan. Shareholders engaging in these conversations did not provide recommendations regarding these items and largely voted favorably on the Say-on-Pay proposal.

Because (i) the Company’s compensation philosophy (which focuses on pay for performance, as described above) has not significantly changed since the 2020 shareholder vote, and (ii) the only material changes in the Company’s executive compensation plans and programs in 2021 related to changes in anticipation of the Merger, the Compensation and HR Committee concluded that the reduced level of shareholder support for the 2021 Say-on-Pay advisory proposal was due to the contributions under legacy age-based retirement plans, which will end following the final contributions in 2022, and the
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changes related to the Merger. Generally, those changes reflected one-time actions or events tied to special circumstances that were facing the Company and will not be continued in 2022. Instead, the Company’s executive compensation plans and programs for 2022 are more closely aligned with the Company’s historical plans and programs, as discussed in the CD&A.

Taking all of those factors into account, the Compensation and HR Committee determined significant changes to our executive compensation plans and programs were not warranted as a result of the outcome of the 2021 Say-on-Pay shareholder advisory vote.

The Compensation and HR Committee continues to review our executive compensation practices and policies at regular intervals to ensure alignment with competitive pay practices and in response to other factors such as the Merger. Furthermore, we continue to engage with our shareholders on a variety of topics, including executive compensation. The Compensation and HR Committee considers shareholder feedback in making its compensation decisions.


ELEMENTS OF EXECUTIVE COMPENSATION

Our executive compensation program is generally designed to maintain an appropriate and competitive balance between fixed pay (base salary) and variable pay or “at risk” incentives (annual and long-term incentives) under our AIP and LTIP respectively. The program typically consists of three core elements that comprise TDC – base salary, AIP and LTIP awards that are targeted around the median level of compensation paid to executive officers of similar companies in the 2021 Benchmark Data (as described in the Role of the Independent Compensation Consultant section of Administration and Resources).  The annual and long-term incentives are structured to reward the achievement of strategic, financial and operational performance goals.  As the NEO with the highest level of responsibility, the CEO generally has the greatest variability in TDC. The targets for each element of compensation are separately set at approximately the median range and then appropriate adjustments are made based on each NEO’s performance, experience and strategic role to the Company. If the Compensation and HR Committee increases an NEO’s base salary, it also considers the resulting impact on annual and long-term performance-based incentive compensation levels and benefits. Following is a summary of compensation and benefits provided to our Officers.

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Compensation Component
Key Characteristics
Purpose
Base Salary
Fixed amount of cash compensation based on an Officer’s role, experience and responsibilities
Compensate Officers for scope of responsibilities, previous experience, individual performance and business area performance
Provide base compensation at a level consistent with our compensation philosophy
AIP
Variable annual cash incentive based on corporate performance metrics with threshold, target and maximum opportunities for each Officer. Incentive EPS threshold must be achieved to receive any incentives and awards are capped at a maximum award level
Reward and motivate Officers for achieving annual financial and operating goals across the organization
Link annual pay with annual performance
LTIP
Awards are a combination of PSs and RSAs. PS awards represent variable compensation incentive based on long-term corporate performance metrics, typically with a three-year performance period and generally granted annually. Amounts actually earned will vary based on corporate performance and the Officer’s position
Reward Officers for achieving long-term business objectives by tying incentives to long-term performance (PSs)
Align the interests of the Officers and the shareholders (PSs and RSAs)
Enhance retention of Officers
Deferred Compensation and Retirement Benefits
A broad-based 401(k) retirement plan and a non-qualified supplemental retirement savings plan
A frozen defined benefit plan for employees hired prior to January 1, 1998
Enhance recruitment and retention by aligning benefits with competitive market practices
Provide for future retirement of Officers
Supplemental Benefits & Perquisites
Generally limited to perquisites such as additional officer life insurance, long term disability, executive physicals, financial planning and the ECP. The ECP is limited to $23,000 for the CEO and $18,000 for the EVP and SVPs
Align with market practices to provide reasonable supplemental benefits
Potential Severance Benefits and Change in Control
These amounts are payable only if employment is terminated under certain conditions (i.e., double trigger)
Support the objective assessment and execution of potential changes to the Company’s strategy and structure by our Officers
Enhance retention of management by reducing concerns about employment continuity
Merger-Related Arrangements and Supplemental Bonuses
Special cash bonuses, based on a target AIP level, paid in December 2020 to certain NEOs in lieu of target 2021 AIP awards
Supplemental AIP bonus paid to certain NEOs to reward 2021 performance
Mitigation of certain adverse tax impacts on the Company and NEOs in connection with the Merger
Reward NEOs for outstanding performance
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Below are detailed descriptions of components of our executive compensation program as well as certain changes made to our 2021 and 2022 executive compensation plans and programs to (i) further align the structure of the program with shareholders’ interests and current market practices and conditions and (ii) implement certain special arrangements in connection with the Company’s pending Merger.

Cash Compensation

Base Salary

Base salary is the fixed component of compensation paid to compensate each NEO for effectively discharging the duties and responsibilities of his or her position.  An NEO’s base salary is determined by considering a variety of factors including, but not limited to:
 
Scope of responsibilities,
Previous experience,
Individual performance,
Base salaries for comparable NEOs within the PNMR Peer Group,
Base salaries as reported in compensation surveys, such as the Willis Towers Watson Executive Compensation Data Base (“CDB”) General Industry Survey Report - U.S., and
Recommendations from Pay Governance.
 
Annually, the Compensation and HR Committee considers all of these factors in recommending the base salary of the CEO (which is approved by the independent members of the Board) and in setting the base salary of all other NEOs. Salary adjustments, if any, are based on the median of base salaries revealed by benchmarking comparable positions, described in the Role of the Independent Compensation Consultant section of Administration and Resources, as well as the Company’s performance, internal pay equity among the Officers and the Compensation and HR Committee’s evaluation of the individual NEO’s performance.  Performance is primarily measured on the basis of corporate and individual performance, with applicable goals and objectives being established at the beginning of each year.

At its March 2021 meeting, after reviewing the 2021 Benchmark Data, recommendations from management and Pay Governance, and considering the Company’s performance and strategic objectives, as well as each NEO’s performance in 2020, the Compensation and HR Committee approved increases in base salaries, effective March 2021, for certain of the NEOs, with the independent members of the Board approving an increase for our CEO as follows:
NEO BASE SALARY
NEO 2020 Base Salary 2021 Base Salary
Patricia K. Collawn$922,500$968,625
Charles N. Eldred$510,900$526,227
Joseph D. Tarry$380,000$418,000
Chris M. Olson$330,750$337,365
Ronald N. Darnell$302,357$309,915

Annual Incentive Awards
The AIP provides annual cash incentives to reward the NEOs for the achievement of annual financial and operating goals and to reinforce the Company’s pay for performance philosophy.  Our philosophy is to set the AIP award opportunities at the approximate median for NEOs in comparable positions based on a benchmarking analysis, which for 2021 consisted of the 2021 Benchmark Data.  The table below shows the 2021 AIP target award opportunity as compared to the 2020 AIP target award opportunity. The target award opportunity remained the same for 2020 and 2021 for all eligible NEOs.

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NEO ANNUAL INCENTIVE AWARD OPPORTUNITY
Position
 2020 Target Opportunity1
 2021 Target Opportunity1
CEO115%
115%2
EVP75%
75%2
SVP55%55%
1 As a percentage of Base Salary. The threshold opportunity is half of the target opportunity and the maximum opportunity is two times the target opportunity.
2 As previously disclosed, in December 2020, the Compensation and HR Committee (and, for the CEO, the independent members of the Board) approved the payment of a cash lump sum to Ms. Collawn and Mr. Eldred in lieu of their participation in the 2021 AIP. Although not in the 2021 AIP, their normal target opportunity was the basis of this payment.
The 2021 financial and operating performance goals and performance results are illustrated on page 55. The Compensation and HR Committee considers the target performance goals to be rigorous, but reasonably achievable. Maximum performance levels are designed to be difficult to achieve.
The Compensation and HR Committee approved the 2021 AIP for the performance period January 1, 2021 to December 31, 2021. The performance metrics are: Incentive EPS (weighted 60%), reliability (weighted 20%) and customer satisfaction (weighted 20%). The reliability metric is designed to promote system reliability for customers by including a performance goal that measures the duration of interruptions on the electric system. We continue to focus on customer satisfaction by aligning operations and programs to improve the customer experience and to better serve our customers’ evolving needs in a rapidly changing energy landscape, which we believe ultimately benefits the Company and our shareholders.
For 2021, the Company and individual NEOs achieved the maximum performance results for the Incentive EPS performance goal. The customer satisfaction performance goal is comprised of two measurements, the Research and Polling Survey, which was achieved at below the threshold level, and TNMP Retail Energy Provider (REP) Satisfaction, which was achieved at the maximum level. The reliability performance goal was achieved at the above the target level. See page 55 for the Corporate Scorecard table in the NEO Incentive Goals and Results section.
No AIP award is paid if the performance for the Incentive EPS is below threshold level (even if reliability and customer satisfaction metrics are above threshold) and annual incentive awards are capped at the maximum opportunity, 200% of target. Straight-line interpolation determines the bonus payout for performance that falls between threshold and target or between target and maximum levels. For 2021, the Compensation and HR Committee did not exercise its discretion to increase or decrease awards to any NEO.

Merger-Related Arrangements

In December 2020, the Compensation and HR Committee (and, for the CEO, the independent members of the Board) approved the payment of a cash lump sum, based on a target AIP level, to each of Ms. Collawn ($1,060,875) and Mr. Eldred ($383,175). Such cash payments were approved in lieu of Ms. Collawn and Mr. Eldred participating in the 2021 AIP. These payments were made in 2020 to mitigate potentially adverse tax consequences to the recipient NEOs and the Company.

On February 28, 2022, the Compensation and HR Committee (and for the CEO, the independent members of the Board) approved a supplemental AIP bonus to each of Ms. Collawn, $740,000 and Mr. Eldred, $260,000 in recognition of the officers outstanding leadership in 2021 in light of the uncertainty surrounding the Merger. These Supplemental AIP Bonuses, combined with the December 2020 payments, were intended to reward the Terminating NEOs on par with other participants in the 2021 Annual Incentive Plan.

Equity Compensation

The Company has not used newly issued shares or treasury shares to satisfy any equity awards granted under the PEP. Because the Company’s past and current practice is to only use shares acquired on the open market to satisfy awards of earned PSs and vested RSAs, the vesting of these awards does not increase the number of shares outstanding and does not have a dilutive impact on our shareholders. However, the awards are considered to be dilutive securities in the computation of earnings per share during the period from granting of the award until the awards are earned or become vested. The dilutive impact of these awards on earnings per share has not been significant.
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Long-Term Incentive Awards

Consistent with past years, for 2021, long-term incentive awards under the LTIPs are delivered 70% in PSs and 30% in RSAs. For these years, the LTIPs have had the same award mix of 70% PSs (earned at the end of the respective three-year performance period) and 30% RSAs (discretionary awards based on each NEO’s position and base salary that are granted at the end of the respective three-year performance period and then vest equally over a three-year period thereafter). The 2019 LTIP award opportunities were benchmarked to the median of comparable positions in the 2019 Benchmark Data described in the 2020 proxy statement and the 2021 LTIP award opportunities were benchmarked to the median of the 2021 Benchmark Data.

The PSs awarded under the LTIPs are tied to three-year performance measures designed to support long-term goals. Since 2015, we have used the following three performance metrics (with different weightings) for the LTIP PS awards:
Earnings Growth (targets are determined by the Board based on the Company’s long-range operating plan),
Relative TSR (comparing Company TSR to the EEI Utilities Index and previously to the S&P 400 MidCap Utilities Index), and
FFO/Debt Ratio (targets are determined by the Board based on the Company’s long-range operating plan).

Together, these three LTIP performance measures are designed to align our NEOs’ and other Officers’ interests with the long-term interests of the Company and our shareholders by tying incentives to earnings growth, stock performance and credit metric objectives. For additional information on the calculation of the non-GAAP financial measures of Earnings Growth and FFO/Debt Ratio, please see the Glossary beginning on page ii and Adjustments for Certain Items on page 52.

The LTIP payout timeline demonstrates the long-term orientation of these plans. Individual opportunities under each LTIP are established in year one, earned over the three-year performance period, with PSs paid in early year four and RSAs granted in early year four and vesting over a three-year period, following the grant date.

Settlement of 2019 LTIP Awards for the Performance Period 2019-2021

The NEOs earned PS awards under the 2019 LTIP at 130% of target, based on achieving Earnings Growth at the maximum level (weighted at 50%), relative TSR at below threshold (weighted at 25%) and FFO/Debt Ratio at above target level (weighted at 25%). The FFO/Debt Ratio performance metric was amended to exclude the impact of acquisition activities. Additional information on the amendment to the 2019 LTIP was discussed in the 2021 Compensation Actions of our 2021 proxy statement. Performance results and related PSs and RSAs received by the NEOs in March 2022, under the 2019 LTIP, were reviewed and approved by the Compensation and HR Committee and the independent members of the Board at its meeting in March 2022. The RSAs (that vest equally over a three-year period) were awarded in March 2022. More detail can be found on page 55 in the Summary of Executive Compensation-Long-Term Incentive Awards section of 2021 NEO Compensation Information.

2021 LTIP Award Opportunities for the Performance Period 2021-2023

In March 2021, the Compensation and HR Committee approved the 2021 LTIP for the three-year performance period of 2021-2023; incentives, if earned, will be awarded in early 2024. The 2021 LTIP reflects a continued focus on Earnings Growth. The PS award opportunities under the 2021 LTIP are based on Earnings Growth (weighted at 50%); relative TSR (weighted at 25%) and FFO/Debt Ratio (weighted at 25%). The 2021 LTIP target PS award opportunities remained the same for all NEOs, as shown in the table below. The PS and RSA opportunities, including the threshold, target and maximum levels determined by the Compensation and HR Committee for Earnings Growth, relative TSR and FFO/Debt Ratio under the 2021 LTIP, are set forth under the Summary of Executive Compensation-Long-Term Incentive Awards section of 2021 NEO Compensation Information on page 55.

Consistent with the Merger Agreement, the Compensation and HR Committee and Board amended the 2021 LTIP in March 2022 to provide for full (rather than pro rata) earned PS award payments upon an NEO’s qualifying change in control termination. In addition, the Company further amended the 2021 LTIP with respect to Ms. Collawn and Mr. Eldred to provide for a pro rata payment of the earned PS awards under the same conditions as other NEOs - namely, by providing for a pro rata payment of the earned PS awards upon termination of employment due to retirement, which is consistent with the Company’s past practices and the terms of the 2021 LTIP for the remaining NEOs.


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2020 LTIP Award Opportunity for the Performance Period 2020-2022

On March 1, 2022, the Compensation and HR Committee and the Board rescinded amendments to the 2020 LTIP for Ms. Collawn and Mr. Eldred that limited the payment of the PS awards only to disability, death, qualifying change in control termination, or involuntary separation from service with the Company for reasons other than cause. Following the rescission of the amendments, Ms. Collawn and Mr. Eldred will be eligible for a PS award under the 2020 LTIP under the same conditions as the other NEOs - namely, Ms. Collawn and Mr. Eldred will be eligible for pro rata (or a full award in the case of Mr. Eldred) under the same conditions as other NEOs, upon disability, death, retirement, or involuntary separation from service with the Company for reasons other than cause. Consistent with the Merger Agreement, the officers also are entitled to a full PS award due to a qualifying change in control termination.

NEO LONG-TERM
INCENTIVE AWARD OPPORTUNITY
20202021
PositionTotal Target Opportunity* PS RSA  Total Target Opportunity*PS RSA
CEO290%203%87%290%203%87%
EVP150%105%45%150%105%45%
SVP85%59.5%25.5%85%59.5%25.5%
* As a percentage of base salary. The above total target opportunity is comprised of a mix of 70% PSs and 30% RSAs. For PSs only, the threshold opportunity is half of the target opportunity and the maximum opportunity is two times the target opportunity. Such award opportunities were determined based on the NEO’s respective position and base salary.

Deferred Compensation and Retirement Benefits

Our NEOs participate in the Company’s RSP (a broad-based 401(k) plan) and a non-qualified supplemental deferred compensation plan, the ESP II – which runs side-by-side with the RSP. Mr. Tarry also participates in the ERP, a traditional defined benefit plan, which was frozen to employees hired on or after January 1, 1998. These programs are described in more detail beginning on page 61.

Supplemental Benefits and Perquisites

In order to attract and retain key executive talent in an increasingly competitive marketplace, the Company provides its NEOs reasonable supplemental benefits that make up a small component of their overall compensation and benefits. The 2021 supplemental benefits include: company-paid life insurance for NEOs, long term disability insurance, executive physicals, financial planning and the ECP. For Ms. Collawn, the Company also provides home security. The 2021 supplemental benefits are set forth in footnote 6 of the SCT on page 53.

Potential Severance Benefits

The Company offers severance benefits to the NEOs to mitigate the possible difficulty they may have finding comparable employment, within a reasonable period of time, following a separation from service.  Under our Severance Plan, benefits are only payable if the NEO’s position is eliminated through no fault of his or her own.  The Severance Plan and related benefits are described in more detail on page 65.

Potential Change in Control Benefits

The Company also recognizes, as is the case with many publicly-held companies, the possibility of a change in control. A change in control (for example, upon the closing of the Merger), combined with the uncertainty and the questions that it may raise, may potentially result in the departure of key management to the detriment of the Company and our shareholders. This could also impact the Company’s ability to continue to provide efficient and reliable utility services to our customers.  The Company and the Compensation and HR Committee have determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the Company’s key management to their assigned duties and to pursuing corporate transaction activity that is in the best interests of our customers and shareholders and to facilitate recruitment of future employees in the face of potentially challenging circumstances arising from the possibility of a change in control of the Company.  The Company and the Compensation and HR Committee have also concluded that it is appropriate to provide
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competitive and fair compensation and benefits to employees terminated under these circumstances through our Retention Plan. 

The Retention Plan provides the NEOs with benefits if their employment is terminated, under certain circumstances, within 24 months following a change in control of the Company.  The purpose of our Retention Plan is to better align the NEOs’ interests with the interests of our shareholders and to provide the NEOs with reasonable protection from loss of employment resulting from a change in control.  The provision of benefits pursuant to the Retention Plan also facilitates our recruitment and retention of talented NEOs by providing reasonable and expected protections.  Our Retention Plan and change in control benefits are described in more detail beginning on page 64. The employment of Ms. Collawn and Mr. Eldred will be terminated as of the effective time of the closing of the Merger and these NEOs will be entitled to benefits under the Retention Plan. 


ADMINISTRATION AND RESOURCES

Roles of the Compensation and HR Committee, Board of Directors and Executive Officers

Pursuant to its role as assigned by the Board, the Compensation and HR Committee is primarily responsible for the design and administration of our executive compensation program.  Additionally, our Board, our NEOs and an independent compensation consultant play important roles. The Compensation and HR Committee establishes and periodically reviews all elements of our executive compensation program.  The ultimate responsibility for determining the level of compensation paid to each of the NEOs, other than the CEO, resides with the Compensation and HR Committee.  For the CEO, the Compensation and HR Committee makes a recommendation to our independent directors of the Board (a group that includes, but is not limited to, the members of the Compensation and HR Committee) regarding the level of the CEO’s compensation and the final decision is made by the independent directors. The Board, based on the recommendations of the Compensation and HR Committee, approves all equity compensation plans and equity awards for Officers.  In setting (or recommending in the case of the CEO) specific compensation levels, the Compensation and HR Committee considers the CEO’s evaluation of the NEOs and the self-evaluation prepared by the CEO. The independent members of the Board take into consideration their evaluation of the CEO’s performance when approving or setting the CEO specific compensation levels. The CEO recommends corporate-level performance goals to the Compensation and HR Committee for approval.  The CEO provides regular input to the Compensation and HR Committee with respect to the overall structure of the executive compensation program, including how the program effectively aligns with the Company’s strategic objectives. However, the final decision related to the executive compensation program rests with the Compensation and HR Committee, with approval of the independent members of the Board, for all Officer equity plans, Officer equity awards and CEO compensation. 

Role of the Independent Compensation Consultant

Pursuant to its charter, the Compensation and HR Committee selects and retains an independent compensation consultant (at the Company’s expense) whose services include: providing peer group and market compensation data, providing information on trends and regulatory issues affecting executive pay, performing competitive market analysis, recommending compensation program and plan changes and recommending Officer compensation structure and levels.  In May 2013, the Compensation and HR Committee selected Pay Governance to be its independent compensation consultant pursuant to the Compensation and HR Committee’s Policy Governing Fees and Services for Executive Compensation Consultants. Prior to engaging Pay Governance, and then on an annual basis, most recently at its December 2021 meeting, the Compensation and HR Committee evaluated Pay Governance’s independence as its compensation consultant by considering each of the independence factors specified by the NYSE and the SEC. Based on the evaluation, the Compensation and HR Committee determined that no conflict of interest exists that would prevent Pay Governance from independently advising the Compensation and HR Committee. On occasion, the independent compensation consultant provides information to the members of management, but all its services are provided and performed at the request of and pursuant to instructions provided by the Compensation and HR Committee or the Nominating Committee. None of the NEOs are present during the Compensation and HR Committee’s discussions with the independent consultant regarding his or her individual compensation. During 2021, no services were provided to the Company by Pay Governance, other than the services that are described in this proxy statement.

The Compensation and HR Committee strives to provide target compensation opportunities that are at the median TDC of the appropriate benchmark group of companies, which reflect the market within which PNMR competes for executive talent. Information referenced in 2020 to assist in setting 2021 compensation levels was obtained and analyzed as follows:

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Management engaged Willis Towers Watson to perform a competitive assessment of the Company’s executive compensation program, including compensation opportunity levels for the CEO and other NEOs (the “Willis Towers Watson study”). Pay Governance reviewed the approach and the findings of the Willis Towers Watson study.
The Willis Towers Watson study compared our NEO compensation to (1) market data for the PNMR Peer Group described below and (2) market data from the companies (listed in Appendix A) comprising the Willis Towers Watson 2020 Executive CDB General Industry Survey Report - U.S. of general industry companies with data regressed to companies similarly sized to PNMR.
For corporate-function roles, such as those of our NEOs, talent may be recruited by or lost to companies that are similar in size to the Company, which may or may not be in the utility/energy sector. Therefore, to determine overall market compensation levels, the benchmark analysis used the 2021 Benchmark Data.
The median compensation levels of the 2021 Benchmark Data were the primary reference points used by the Compensation and HR Committee to evaluate executive compensation. The Compensation and HR Committee used these figures to benchmark TCC and TDC paid to the NEOs (both individually and as a group) to similar types and elements of compensation paid to executives holding comparable positions in the marketplace.

PNMR Peer Group

Our peer group has been generally consistent from year to year and adjusted as needed for changes in the peer group due to mergers and acquisitions. The PNMR Peer Group was developed to reflect the competitive market in which we might compete for talent. Prior to setting compensation levels for 2021, the Compensation and HR Committee determined that the PNMR Peer Group continued to be an appropriate peer group, based on the following criteria:
1.Ownership structure (publicly-traded),
2.Business focus (electric or natural gas utility and multi-utility companies),
3.Size (between one-third and three times the Company’s size in terms of revenues),
4.Organizational complexity,
5.Operational characteristics (such as nuclear generation ownership, multi-state regulated utilities), and
6.Likely competition for executive talent.

The following table lists the companies that comprised the PNMR Peer Group used in the 2021 Benchmark Data to set 2021 compensation levels. El Paso Electric was acquired in 2020 and has been removed from the peer group.

PNMR PEER GROUP
ALLETE, Inc.IDACORP, Inc.ONE Gas, Inc.
Alliant Energy CorporationMDU Resources Group, Inc.Pinnacle West Capital Corporation
Avista CorporationNew Jersey Resources CorporationPortland General Electric Company
Black Hills CorporationNorthWestern CorporationSouthwest Gas Holdings, Inc.
Hawaiian Electric Industries, Inc.OGE Energy Corporation


2022 COMPENSATION ACTIONS

Consistent with the Merger Agreement, on March 1, 2022, the Compensation and HR Committee and Board amended the 2021 LTIP to provide for full (rather than pro rata) earned PS award payments upon an NEOs qualifying change in control termination. In addition, the Company further amended the 2021 LTIP with respect to Ms. Collawn and Mr. Eldred to provide for a pro rata payment of the earned PS awards under the same conditions as other NEOs - namely, by providing for a pro rata payment of the earned PS awards upon termination of employment due to retirement. The 2021 LTIP also was amended to be consistent with past practice by providing for a full (rather than pro rata) award of time-vested restricted stock rights upon an NEOs qualifying change in control termination, death, disability, retirement or impaction, if such time-vested restricted stock rights are granted following the end of the performance period.

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On March 1, 2022, the Compensation and HR Committee and the Board rescinded amendments to the 2020 LTIP for Ms. Collawn and Mr. Eldred that limited the payment of the PS awards only to disability, death, qualifying change in control termination, or involuntary separation from service with the Company for reasons other than cause. Following the rescission of the amendments, Ms. Collawn and Mr. Eldred will be eligible for pro rata (or a full award in the case of Mr. Eldred) under the same conditions as other NEOs, namely upon disability, death, retirement, or involuntary separation from service with the Company for reasons other than cause. Consistent with the Merger Agreement, the NEOs also are entitled to a full PS award due to qualifying change in control termination.

The Company announced the position of Executive Vice President, Corporate Development and Finance was going to be eliminated, and as a result, Mr. Eldred will be terminated effective July 1, 2022. On February 28, 2022, the Compensation and HR Committee approved entering into an amended restrictive covenant and non-solicitation agreement with Mr. Eldred for a period of 18 months following his termination.

ADDITIONAL INFORMATION

Corporate Governance

The Company and the Compensation and HR Committee continue to monitor corporate governance best practices and give consideration to incorporating them into our compensation processes and policies, as appropriate.

Sustainability

The Company’s sustainability programs are described on page 13 of this proxy statement. The Board and the Compensation and HR Committee believe that the Company’s compensation program and corporate governance requirements motivate our NEOs to operate the Company’s businesses in a sustainable manner that balances the interests of our customers and our other stakeholders while creating long-term value for shareholders. The Board and the Compensation and HR Committee also believe that our current compensation program, which emphasizes incentive-driven pay earned over the long-term based on PNM Resources’ stock and earnings performance and credit metric objectives, creates a strong incentive for the NEOs to operate the Company’s business in a sustainable manner. Our share price and earnings performance and financial strength are likely to be enhanced by our utility subsidiaries delivering sustainable, diverse and affordable power in ways that protect the environment, ensure reliability and increase the use of renewable energy.

Clawback Policy

In February 2019, the Company adopted a Clawback Policy that applies to PNMR’s current and former Section 16 officers and any other current or former officer of PNMR who receives any incentive compensation (each a “Covered Individual”). The policy applies to all incentive compensation, including any AIP awards and equity-based compensation. Clawback under the policy is triggered by (1) any future SEC or NYSE rules that require the Company to seek recovery, (2) an accounting restatement due to material noncompliance of the Company with any financial reporting requirements that the Board or its designee determines was a result of misconduct by a Covered Individual (a “Restatement”) or (3) any improper conduct by a Covered Individual. If a Restatement occurs, the Company will recover the difference between the amount of incentive compensation paid to the Covered Individual whose misconduct contributed to the Restatement and the amount that should have been paid to such Covered Individual in the absence of the Restatement. If a Covered Individual engages in improper conduct, the Company may recover the full amount of any incentive compensation that is attributable or relates to the period during which the improper conduct occurred. Any clawback that is triggered by current law or any future SEC or NYSE rules shall be in accordance with such rules.

Insider Trading Policy; No Hedging or Pledging of Company Stock

As discussed on page 13 of this proxy statement, the Company’s Insider Trading Policy prohibits all Officers, directors and employees from engaging in hedging or monetization transactions that allow a person to lock in much of the value of his or her Company securities, such as zero-cost collars and forward sales contracts. Further, our Insider Trading Policy prohibits all directors and executive officers, including the NEOs, from pledging Company securities as collateral for a loan.

Double Trigger Vesting Following a Change in Control

The PEP includes, as a general rule, double trigger vesting following a change in control.  Double trigger vesting results only if an NEO is terminated without cause or is constructively terminated following a change in control. See Payments Made Upon a Change in Control section of 2021 NEO Compensation Information beginning on page 65.
50



CEO and Officer Succession Planning

The Board, including the members of the Compensation and HR Committee, reviews the CEO and Officer succession planning on an annual basis. The succession planning process is designed to ensure that internal candidates are identified and developed well before the position may need to be filled. The succession planning process addresses both short-term and long-term potential succession needs.

Equity Ownership Holding Guidelines

To maintain alignment between our NEOs and shareholders, the Company continues to provide equity-based compensation and has adopted ownership holding guidelines. Ownership holding guidelines provide that each NEO should own PNMR equity having a value equal to a specified multiple of the NEO’s base salary.  The multiples range from three (3) to five (5) times base salary, depending upon the position of the NEO.  The ownership holding guidelines also require that each NEO retain 100% of any equity he or she receives under our PEP (after withholding to satisfy tax obligations) until he or she has achieved the applicable guideline multiple.
 
The Compensation and HR Committee believes these guidelines further align the interests of NEOs with the interests of shareholders by ensuring that the NEOs maintain a significant long-term stake in the Company and are subject to the risks of equity ownership.  All equity that the officer holds either directly or indirectly, in addition to any unvested RSAs, any earned PSs, any investment in the PNM Resources, Inc. Common Stock Fund held in the RSP and any hypothetical investment in the PNM Resources, Inc. Common Stock Fund held in the ESP II, count toward compliance with the ownership holding guidelines.  The Compensation and HR Committee reviews compliance with the ownership holding requirements on an annual basis for all NEOs and did so most recently at its February 2022 meeting. As of December 31, 2021, the NEO equity ownership holdings were as noted below:

2021 EQUITY OWNERSHIP HOLDING GUIDELINES
NEOHolding Requirement as a multiple of base salary*Actual Holdings as a multiple of base salary*
P. K. Collawn5X33.7X
C. N. Eldred3X12.4X
J. D. Tarry3X2.3X
C. M. Olson3X2.8X
R. N. Darnell3X5.6X
* Based on 12/31/2021 closing price on the NYSE of $45.61

As of December 31, 2021, three of the NEOs exceeded the applicable holding requirements.  Given Mr. Olson and Mr. Tarry’s tenures as SVPs, and the equity retention requirements for LTIP award shares, the Compensation and HR Committee believes Mr. Olson and Mr. Tarry are making reasonable progress towards achieving the holding guidelines. The current holdings of each NEO are shown on page 20.

Impact of Tax and Accounting Requirements

The Compensation and HR Committee evaluates costs and cash flow implications of compensation to maximize financial efficiencies.  Since the TCJA repeal of the performance-based exception to the deduction limit in the Tax Code, deductibility is no longer a significant factor in determining executive compensation. In 2021, we paid compensation for our NEOs of approximately $4.3 million that may not be deductible for tax purposes.
51


Adjustments for Certain Items

Consistent with past practice and based on criteria determined at the beginning of the performance period, the Compensation and HR Committee may, subject to compliance with an applicable plan or award agreement(s) as well as applicable law or regulations, adjust the performance measures underlying certain incentive compensation awards to eliminate the effects of certain items.  The adjustments are intended to ensure that award payments are based on the underlying performance of the Company’s core business and are not artificially inflated or deflated due to such effects in the award year.  The adjustments made for 2021 award calculations for Incentive EPS, Earnings Growth and the FFO/Debt Ratio are reflected in the definitions as set forth in the Glossary.  These defined terms are used solely for measuring performance for compensation purposes and should not be considered earnings guidance by the Company.


COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
 
The Compensation and HR Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management and, based on such review and discussion, recommended to the Board its inclusion into the 2022 proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
 
The Compensation and HR Committee is pleased to submit this report to the Company’s shareholders.
 
Members of the Compensation and HR Committee:

 
E. Renae Conley, Chair
Norman P. Becker
Maureen T. Mullarkey


52


2021 NEO COMPENSATION INFORMATION
 

SUMMARY OF EXECUTIVE COMPENSATION

The table following summarizes the total compensation paid to or earned by the NEOs for the years ending December 31, 2021, 2020 and 2019.
 
SUMMARY COMPENSATION TABLE
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)

Name and
Principal
Position
 
 
Year
Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)
Change in Pension Value and Non-Qualified Deferred Compensation Earnings
 ($)

All Other
Compensation
($)

Total
($)
 
(1)(2)(3)(4)(5)(6)
Patricia K. Collawn, Chairman, President and CEO2021957,981 740,000 2,461,055 — — — 1,435,703 5,594,739 
2020951,923 1,060,875 2,255,592 — 1,676,183 — 1,892,838 7,837,411 
2019890,631 — 2,094,217 — 1,169,550 — 876,795 5,031,193 
 
Charles N. Eldred, EVP, Corp Dev & Finance
2021522,690 260,000 698,355 — — — 110,032 1,591,077 
2020530,550 613,080 649,557 — 605,416 — 270,879 2,669,482 
2019506,893 — 637,302 — 432,988 — 955,034 2,532,217 
Joseph D. Tarry, SVP and CFO
2021409,231 — 310,485 — 370,139 — 92,519 1,182,374 
2020390,194 — 234,378 — 321,398 19,807 130,191 1,095,968 
Chris M. Olson, SVP, Utility Operations2021335,838 — 270,233 — 298,737 — 85,482 990,290 
2020339,231 — 246,755 — 287,422 — 139,106 1,012,514 
2019310,962 — 237,277 — 195,773 — 95,916 839,928 
Ronald N. Darnell,
SVP, Public Policy
2021308,171 — 246,984 — 274,430 — 159,065 988,650 
2020311,615 — 229,970 — 262,748 — 212,958 1,017,291 
2019291,248 — 217,495 — 182,441 — 161,372 852,556 
 
(1)    2021 salary amounts include cash compensation earned by each NEO during 2021. This also includes any amounts earned in 2021 but contributed into the RSP and the ESP II. For amounts deferred pursuant to the ESP II, see the 2021 Non-Qualified Deferred Compensation table. 

(2)    Amounts comprise of Supplemental AIP bonuses paid to Ms. Collawn and Mr. Eldred. These Supplemental AIP Bonuses, combined with the December 2020 payments, were intended to reward the Terminating NEOs on par with other participants in the 2021 Annual Incentive Plan.

(3)    Represents the grant date fair value of all stock awards calculated in accordance with FASB ASC Topic 718. For 2021, the amount indicated is the aggregate grant date fair value of all grants of (A) time-vested restricted stock rights granted on March 5, 2021 (shown as RSA in the GPBA Table) and (B) performance share awards (shown as PS in the GPBA Table), based on the target level of performance, which the Company considered the probable outcome on the grant date. The assumptions used in determining the grant date fair value of stock awards are set forth in Note 12 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.  The actual cash value that the NEO may realize on the vesting of the RSAs or PSs will depend on the number of shares that ultimately vest, the market price of our common stock at the date of vesting, and ultimately, the value received by the employee on the sale of the stock.  RSAs vest over a three-year period beginning on March 7th following the first anniversary of the grant date.  The following table shows the grant date fair value of all 2021 stock awards assuming maximum performance of the 2021 LTIP PSs (shown as PS in the GPBA Table) and the actual RSA awards shown in the GPBA Table. As discussed above, the amount reflected in column (e) of the SCT assumes target performance of PS awards. Both column (e) of the SCT and the following table also include the grant date fair value of the actual RSA awards.

53


Grant Date Fair Value Assuming Maximum

Name
 
 
 
 

Grant Date Fair
Value of Actual RSA,
Maximum
PS Awards
($)
P. K. Collawn4,230,252 
C. N. Eldred1,205,177 
J. D. Tarry524,092 
C. M. Olson456,153 
R. N. Darnell416,956 
 
(4)    Column (g) of the SCT for 2021 reflects the actual amount of annual incentive cash awards earned in 2021 under the 2021 AIP (shown as AIP awards in the GPBA Table).

(5)    There are no above-market or preferential rate earnings to report for the ESP II. Only Mr. Tarry participates in the ERP and is eligible for post-retirement medical benefits.

(6)    The following table reflects the types and dollar amounts of perquisites, additional compensation and other personal benefits provided to the NEOs during 2021.  For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to the Company of providing the perquisite or other personal benefit to the NEOs. The NEOs paid any taxes associated with these benefits without reimbursement from the Company.

All Other Compensation Table

Name
 

Payment
of
Officer & Management
Life
Premium
($) 

Payment
of
Long-
Term
Disability
Premium
($)

ECP and Financial Planning Amounts
($)

RSP
Company
Contri-
butions
 ($)

ESP II
Company
Contri-
butions
($)

Executive Physicals
($)

Security ($)

All Other
Compensation
(Total)
($) 
 (a)(b)(c)
P. K. Collawn8,915 1,445 38,000 40,755 1,345,536— 1,052 1,435,703 
C. N. Eldred960 1,445 33,000 38,500 36,127 — — 110,032 
J. D. Tarry 960 1,445 33,000 36,250 17,117 3,747 — 92,519 
C. M. Olson960 1,445 33,000 40,880 9,197 — — 85,482 
R. N. Darnell7,442 1,445 18,000 38,500 93,193 485 — 159,065 
(a) Reflects the amounts received by the NEOs under the ECP (described in the Glossary) and the value of the Officer financial planning benefit.

(b) Amounts are reflected in column (c) of the 2021 Non-Qualified Deferred Compensation table on page 64. The amounts in this column include legacy supplemental contributions to Ms. Collawn and Mr. Darnell, which are scheduled to end for all NEOs in 2022.

(c) The Company paid for executive physicals as part of the Annual Executive Physical Program.
 

54


Annual Incentive Awards

The objective of the 2021 AIP was to motivate the eligible NEOs to achieve certain performance goals tied to the Company’s financial and operational results. In order to ensure that awards were funded by the Company’s earnings, no awards were to be made under the 2021 AIP unless the Company achieved Incentive EPS of at least $2.27.  Maximum awards were to be made at Incentive EPS levels of $2.37 or higher.  In 2021, the Company’s Incentive EPS for the eligible NEOs was $2.45 resulting in achievement of maximum performance level. The Company achieved above target performance level for the reliability goal. Customer Satisfaction is comprised of two measurements, the Research and Polling Survey, achieved below threshold performance level, and TNMP REP Satisfaction, achieved at the maximum performance level. See the performance results noted on the corporate scorecard below.

The 2021 AIP plan goals were established for the participating NEOs in order to achieve alignment with the corporate strategy of the Company.  A more detailed description of each listed NEO’s award opportunities and performance goals under the 2021 AIP, as well as the actual awards approved in February 2022, are set forth below.
 
NEO Incentive Goals and Results

CORPORATE SCORECARD
GoalWeight
Threshold
50%
Target
100%
Maximum
200%
2021
Results
Weighted Results
PNMR Incentive EPS60% of Scorecard≥$2.27/share≥$2.31/share≥$2.37/share
$2.45/share
(200% of target award level) 1
120%
Customer Satisfaction (measured by Research and Polling Survey)
(weighted average score)
15% of Scorecard7.98.08.27.7
(0% of target award level)
0%
Customer Satisfaction (measured by TNMP REP Satisfaction)
(weighted average score)
5% of Scorecard4.04.14.34.4
(200% of target award level)
10%
Reliability (measured by PNM & TNMP SAIDI) (weighted respectively, 60% - 40%)
20% of Scorecard1041009195
(156% of target award level)
31%
Aggregate Performance Results 
   161%
1 $2.45/share performance results in a 200% multiplier for the Incentive EPS goal. When the 60% weighting is applied, this results in a 120% weighted score.
Under the 2021 AIP, Mr. Tarry, Mr. Olson, and Mr. Darnell were eligible to receive a target level award of 55% of each of their base salaries as of May 1, 2021.  Based on the aggregate performance results, each received an award equal to 89% of his base salary. Ms. Collawn and Mr. Eldred received cash bonus payments in December 2020 in lieu of participation in the 2021 AIP.

Long-Term Incentive Awards
 
2021 LTIP Goals for the Performance Period 2021-2023

Consistent with our pay for performance philosophy, 70% of the NEO’s total 2021 long-term incentive compensation opportunities are dependent upon the Company’s achievement of three performance goals (Earnings Growth, relative TSR and FFO/Debt Ratio) over the 2021-2023 performance period. No performance shares (shown as PS in the GPBA Table) will be earned by or paid to our NEOs if actual performance over the 2021-2023 performance period is below the threshold levels set forth in the following table.  The remaining 30% of the total 2021 long-term incentive compensation for NEOs is comprised of
55


time-vested restricted stock rights (shown as RSA in the GPBA Table) that will be awarded by the Compensation and HR Committee at the end of the performance period, subject to the Officer’s continuing employment on the date the time-vested restricted stock rights are awarded. The RSAs will vest over a three-year period thereafter. Generally, a PS award will not be paid to an Officer who separates from service in the first half of the performance period for any reason other than a qualifying change in control termination. After the first half of the performance period, a prorated PS award will be paid to an Officer who separates from service due to death, disability, impaction or retirement, which will be calculated based on actual performance and the number of full months of service completed by the Officer during the performance period. In March 2022, the Board approved an amendment to the performance shares granted under the 2021 LTIP to provide for pro rata performance share award payments to Ms. Collawn and Mr. Eldred upon their retirement since the 2021 LTIP did not originally provide for a pro rata payment on retirement for these two NEOs. Consistent with the Merger Agreement, the 2021 LTIP also was amended in March 2022 to provide for full vesting of all outstanding, unvested performance shares upon a qualifying change in control termination and to provide for full (rather than pro rata) vesting of RSAs, if granted, upon a qualifying change in control termination, death, disability, retirement or impaction.

2021 LTIP PS AWARDS PERFORMANCE GOAL TABLE
Corporate
Goal
WeightThresholdTargetMaximum
Earnings Growth50%≥ 3.0%≥ 5.0%≥ 7.0%
Relative TSR25%≥ 35th
percentile
> 50th
percentile
> 90th
percentile
FFO/Debt Ratio25%≥13%≥14%≥16%

LTIP Awards Earned for the Performance Period 2019-2021

In 2019, the Compensation and HR Committee approved the 2019 LTIP for the three-year performance period of 2019-2021. Information regarding the threshold, target and maximum performance targets for the 2019-2021 performance period under the 2019 LTIP for Earnings Growth, relative TSR (relative to the EEI Index) and FFO/Debt Ratio and the actual 2019-2021 performance are set forth in the table following.
 

EARNINGS GROWTH, TSR, AND FFO/DEBT RATIO ACHIEVEMENT
AS OF DECEMBER 31, 2021 FOR PERFORMANCE PERIOD 2019-2021
Corporate
Goal
WeightThresholdTargetMaximum2019-2021
Actual Results
Weighted Results
Earnings Growth
50%≥ 2.0%≥ 3.0%≥ 6.0%6.0%100%
Relative TSR

25%
> 35th
percentile
> 50th
percentile
> 90th
percentile
29th percentile
0%
FFO/Debt Ratio
25%≥13.0%≥14.0%≥16.0%14.4%30%
Aggregate Performance Results 
130%
The amount of performance share awards payable at threshold, target and maximum performance was set forth in the GPBA Table in the 2020 proxy statement.  In February 2022, the performance share awards for the 2019-2021 performance period were determined to be earned at 130% of target, based on the above actual aggregate performance results for the 2019-2021
56


performance period. Actual result and weighted result include adjustments to exclude acquisition activities from the FFO/Debt ratio discussed on page 46.
 
2019 NEO LONG-TERM INCENTIVE AWARD OPPORTUNITIES
PositionThreshold
Opportunity*
Target
Opportunity*
Maximum
Opportunity*
CEO178.75%275%467.5%
EVP
97.5%150%255%
SVP
55.25%85%144.5%
* As a percentage of base salary. Amounts include the following RSA opportunities for each NEO (also expressed as a percentage of base salary): CEO, 82.5%; EVP, 45%; SVP, 25.5%. Such award opportunities were determined based on the NEOs' respective positions and base salaries.

Actual PSs received by the NEOs under the 2019 LTIP are shown on the Outstanding Equity Awards table on page 59 and actual RSAs granted under the 2019 LTIP are shown on the GPBA Table on page 58. Actual result and weighted result include adjustments to exclude acquisition activities from the FFO/Debt ratio discussed on page 46.

Grants of Plan Based Awards in 2021
 
The following table discloses the 2021 grants of awards to our NEOs, all of which were made under the PEP: (1) annual incentive plan award levels under the 2021 AIP (shown below as AIP) and (2) the following equity awards made under the LTIP: (a) RSAs awarded under the 2018 LTIP at the end of the three-year performance period, (b) PS award opportunity based on Earnings Growth, relative TSR and FFO/Debt Ratio performance measures over the 2021-2023 performance period of the 2021 LTIP, as well as the grant date fair value of all such equity awards.  RSAs, granted on March 5, 2021, vest in three equal annual installments beginning on March 7, 2022. A uniform vesting date of March 7th was adopted for RSAs granted on and after 2016.
 

57


GRANTS OF PLAN BASED AWARDS IN 2021
  
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards

Estimated Future Payouts
Under Equity Incentive Plan
Awards

All Other
Stock
Awards:
Number
of Shares
of Stock or Units (#)

All Other
Option
Awards:
Number of
Securities Underlying Options
(#)

Exercise
or Base
Price of Option
Awards
($/Sh)

Grant
Date
Fair
Value of
Stock
and Option
Awards
($)
NameGrant
Date
Thresh-
old
($)
Target
($)
Maxi-
mum
($)
Thresh-
old
(#)
Target
(#)
Maxi-
mum
(#)
(1)
P. K. CollawnPS
3/5/2021
— — — 19,745 39,491 78,982 — — — 1,769,197 
RSA
3/5/2021
— — — — — — 14,590 — — 691,858 
C. N. EldredPS
3/5/2021
— — — 5,656 11,312 22,625 — — — 506,778 
RSA
3/5/2021
— — — — — — 4,040 — — 191,577 
J. D. TarryAIP
3/2/2021
114,950 229,900 459,800 — — — — — — — 
PS
3/5/2021
— — — 2,384 4,768 9,536 — — — 213,606 
RSA
3/5/2021
— — — — — — 2,043 — — 96,879 
C. M. OlsonAIP
3/2/2021
92,775 185,551 371,102 — — — — — — — 
PS
3/5/2021
— — — 2,075 4,150 8,300 — — — 185,920 
RSA
3/5/2021
— — — — — — 1,778 — — 84,313 
R. N. DarnellAIP
3/2/2021
85,227 170,453 340,907 — — — — — — — 
PS
3/5/2021
— — — 1,896 3,793 7,587 — — — 169,926 
RSA
3/5/2021
— — — — — — 1,625 — — 77,058 
(1) Represents the grant date fair value of the equity awards, based on target performance for PS awards and actual amount of RSA awards, determined in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of stock awards are set forth in Note 12 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. For information about the grant date fair value assuming maximum performance of PS awards, see footnote 3 to the SCT.

Outstanding Equity Awards

The following table includes certain information about the following outstanding equity awards (as of December 31, 2021) made under the PEP to the NEOs: (1) time-vested restricted stock right awards that vest equally over three years from the grant date, (2) performance share awards granted on March 4, 2019 under the 2019 LTIP reflecting the amount of actual above target performance achieved for the 2019-2021 performance period, (3) performance share award opportunities granted on March 3, 2020 under the 2020 LTIP, assuming maximum performance is achieved for the 2020-2022 performance period and (4) performance share award opportunities granted on March 5, 2021 under the 2021 LTIP (shown as PS in the GPBA Table above), assuming target performance is achieved for the 2021-2023 performance period.


58


OUTSTANDING EQUITY AWARDS AT 2021 YEAR-END
(a) 
 (b)
(c) 
(d) 
(e) 
(f) 
(g) 
(h) 
(i) 
(j) 
  Option AwardsStock Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexer-cised
Options
(#)
Unexer-cisable

Equity
Incentive
Plan Awards:
Number
of Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of Shares
or Units
of Stock
that Have
Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
(1)(2)(3)(4)(5)(4)
P. K. Collawn3/4/2019— — — — — 48,371 2,206,201 — — 
3/4/2019— — — — — 4,349 198,358 — — 
3/3/2020— — — — — 8,435 384,720 74,449 3,395,619 
3/5/2021— — — — — 14,590 665,450 39,491 1,801,185 
C. N. Eldred3/4/2019— — — — — 15,125 689,851 — — 
3/4/2019—