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. ) | ||||||||||||||
Filed by the Registrant x | ||||||||||||||
Filed by a Party other than the Registrant o | ||||||||||||||
Check the appropriate box: | ||||||||||||||
o | Preliminary Proxy Statement | |||||||||||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||||||||
ý | Definitive Proxy Statement | |||||||||||||
o | Definitive Additional Materials | |||||||||||||
o | Soliciting 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): | ||||||||||||||
ý | No fee required. | |||||||||||||
o | Fee paid previously with preliminary materials. | |||||||||||||
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(ii)(1) and 0-11 |
PNM Resources, Inc. 414 Silver Ave. SW Albuquerque, NM 87102-3289 www.pnmresources.com |
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A-1 |
AIP or Annual Incentive Plan | PNM 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 Meeting | Annual Meeting of PNM Resources, Inc. shareholders, to be held on May 10, 2022 | ||||
Audit Committee | Audit and Ethics Committee of the Board | ||||
Avangrid | Avangrid, Inc., a New York corporation | ||||
Board | Board of Directors of PNM Resources, Inc. | ||||
CD&A | Compensation Discussion and Analysis beginning on page 36 | ||||
CEO | Chief Executive Officer | ||||
CFO | Chief Financial Officer | ||||
Company, PNMR or PNM Resources | PNM Resources, Inc. | ||||
CO2 | Carbon Dioxide | ||||
Compensation and HR Committee | Compensation and Human Resources Committee of the Board | ||||
Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | ||||
Earnings Growth | Non-GAAP adjusted diluted earnings per share performance measure calculated for purposes of determining certain long-term awards under the outstanding LTIPs. Earnings Growth is calculated by measuring the growth rate in the Company’s adjusted annual diluted earnings per share during the performance period. Each of the applicable LTIPs sets forth (i) a definition of the adjusted diluted earnings per share performance measure used thereunder (which definitions are generally similar, but not identical, to the Incentive EPS performance measure used for purposes of determining awards under the AIP), and (ii) a detailed formula for calculating Earnings Growth thereunder. Earnings Growth levels are not necessarily identical to any earnings outlook or guidance that may be announced by the Company and are designed to ensure that award payments are not artificially inflated or deflated | ||||
ECP | PNM 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 | ||||
EEI | Edison Electric Institute | ||||
EPA | United States Environmental Protection Agency | ||||
EPRI | Electric 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 II | PNM Resources, Inc. Executive Savings Plan II, a non-qualified deferred compensation plan for Officers | ||||
EVP | Executive Vice President | ||||
Exchange Act | Securities Exchange Act of 1934, as amended | ||||
FASB ASC Topic 718 | Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation - Stock Compensation) | ||||
Four Corners | Four Corners Power Plant |
FFO/Debt Ratio | Non-GAAP performance measure calculated for the purpose of determining certain long-term equity awards, as described in the CD&A. For the 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 Committee | Finance Committee of the Board | ||||
GAAP | Generally Accepted Accounting Principles | ||||
GHG | Greenhouse Gas | ||||
GPBA Table | Grants of Plan Based Awards Table beginning on page 58 | ||||
Incentive EPS | Non-GAAP adjusted diluted earnings per share performance measure calculated for the purpose of determining awards under the AIP in accordance with the AIP for the applicable year. Incentive EPS is 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 | ||||
KPMG | KPMG LLP, the independent registered public accounting firm | ||||
LTIP or Long-Term Incentive Plan | PNM 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 |
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 Sub | NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of Avangrid | ||||
Moody’s | Moody’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 | ||||
NMPRC | New Mexico Public Regulation Commission | ||||
Nominating Committee | Nominating and Governance Committee of the Board | ||||
Notice | Notice of Internet Availability of Proxy Materials | ||||
NYSE | New York Stock Exchange | ||||
Officer(s) | PNM Resources, Inc. Officer(s) | ||||
Pay Governance | Pay Governance LLC, the independent compensation consultant currently retained by the Compensation and HR Committee and the Nominating Committee | ||||
PEP | A general reference to the applicable form of the Company’s performance equity plan, which covers incentive compensation awards to certain employees and non-employee directors | ||||
PNM | Public Service Company of New Mexico, a regulated electric utility operating in New Mexico, and a subsidiary of PNM Resources, Inc. | ||||
PNM Resources, PNMR or Company | PNM Resources, Inc., which trades on the NYSE under the symbol “PNM” | ||||
PNMR Peer Group | Utility and energy companies comprising the PNMR director and executive compensation peer group listed on page 49 | ||||
PS or PS awards | Performance share award | ||||
Retention Plan | PNM Resources, Inc. Officer Retention Plan | ||||
RSA | Time-vested restricted stock right award | ||||
RSP | PNM Resources, Inc. Retirement Savings Plan, a 401(k) plan | ||||
S&P | Standard & Poor’s Financial Services LLC | ||||
SAIDI | System Average Interruption Duration Index. A reliability indicator that measures average outage duration in units of time | ||||
SAR | Stock Appreciation Right | ||||
Say-on-Pay | PNM Resources shareholders’ advisory vote on executive compensation | ||||
SCT | Summary Compensation Table beginning on page 53 | ||||
SEC | United States Securities and Exchange Commission | ||||
Severance Plan | PNM 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 | ||||
SVP | Senior Vice President | ||||
Tax Code | Internal Revenue Code of 1986, as amended | ||||
TCC or Total Cash Compensation | Total cash compensation, which consists of base salary and short-term cash incentives |
TCJA | Tax Cuts and Jobs Act of 2017 | ||||
TDC or Total Direct Compensation | Total direct compensation, which consists of base salary, short-term cash incentives, and long-term incentives (equity grants, performance-based grants) | ||||
TNMP | Texas-New Mexico Power Company, a regulated electric distribution and transmission utility operating in Texas and an indirect 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 Watson | Willis Towers Watson Public Limited Company | ||||
2021 Benchmark Data | The 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 Data | The 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 |
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. |
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 |
Board vote recommendation | Page References (for more detail) | |||||||
Proposal 1: Elect as directors the nine director nominees named in this proxy statement | FOR each nominee | 21 - 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 | FOR | 32 | ||||||
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 | FOR | 35 | ||||||
Our executive compensation is market-based, performance-driven, and aligned with shareholder interests. |
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 |
8 Years Average Tenure | 8 of 9 Members Are Independent | 44.4% Are Female and 22.2% are Minority | 100% Have C-Suite Experience and Financial Expertise | 77.7% Have Environmental/Sustainability Expertise |
Name | Age | Director Since | Occupation / Experience | Independent | PNMR Committees | Other Public Company Boards | ||||||||||||||
Vicky A. Bailey | 69 | 2019 | Founder and President, Anderson Stratton International, LLC | ü | Compensation Nominating (Chair) | Cheniere Energy, Inc. Equitrans Midstream Corporation Occidental Petroleum Corporation | ||||||||||||||
Norman P. Becker (Lead Director) | 66 | 2016 | Retired President and CEO, New Mexico Mutual Casualty Company | ü | Compensation Finance | |||||||||||||||
Patricia K. Collawn | 63 | 2010 | Chairman, President and CEO, PNM Resources, Inc. | Cheniere Energy, Inc. Equitrans Midstream Corporation EVgo, Inc.(1) | ||||||||||||||||
E. Renae Conley | 64 | 2014 | CEO, ER Solutions, LLC | ü | Audit Compensation (Chair) | US Ecology, Inc. Southwest Gas Holdings | ||||||||||||||
Alan J. Fohrer | 71 | 2012 | Retired Chairman and CEO, Southern California Edison | ü | Audit (Chair) Nominating | TransAlta Corporation | ||||||||||||||
Sidney M. Gutierrez | 70 | 2015 | Chairman, Vaya Space | ü | Audit Finance | |||||||||||||||
James A. Hughes | 59 | 2019 | Managing Partner, Encap Investments, L.P. | ü | Finance Nominating | Alcoa Corporation TPI Composites, Inc. | ||||||||||||||
Maureen T. Mullarkey | 62 | 2014 | Former EVP and CFO, International Game Technology | ü | Compensation Finance (Chair) | Everi Holdings, Inc. | ||||||||||||||
Donald K. Schwanz | 77 | 2008 | Retired Chairman and CEO, CTS Corporation | ü | Audit Nominating | |||||||||||||||
(1) Ms. Collawn has submitted her resignation from the board of EVgo, Inc., effective March 31, 2022. |
Annual Incentive Pay under 2021 AIP | ||||||||
60% Incentive EPS | 20% Customer Satisfaction | 20% Reliability | ||||||
Long-Term Incentive Performance Shares under 2021 LTIP | ||||||||
50% Earnings Growth | 25% Relative TSR | 25% FFO/Debt |
Audit Committee | Finance 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 Committee | Nominating 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 |
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. |
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. |
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. |
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). |
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: | $1,500 - payable for and after each meeting of a particular committee or the Board, as the case may be, attended by a committee member or non-employee director, in excess of eight committee or full Board meetings annually. |
Name(1) | Fees Earned Or Paid In Cash ($)(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. Bailey | 100,000 | 120,000 | — | — | — | — | 220,000 | ||||||||||||||||
N. P. Becker | 115,000 | 120,000 | — | — | — | — | 235,000 | ||||||||||||||||
E. R. Conley | 102,500 | 120,000 | — | — | — | — | 222,500 | ||||||||||||||||
A. J. Fohrer | 105,000 | 120,000 | — | — | — | — | 225,000 | ||||||||||||||||
S. M. Gutierrez | 90,000 | 120,000 | — | — | — | — | 210,000 | ||||||||||||||||
J. A. Hughes | 90,000 | 120,000 | — | — | — | — | 210,000 | ||||||||||||||||
M. T. Mullarkey | 100,000 | 120,000 | — | — | — | — | 220,000 | ||||||||||||||||
D. K. Schwanz | 90,000 | 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. |
Name and Address | Voting Authority | Dispositive Authority | |||||||||||||||||||||
Sole | Shared | None | Sole | Shared | Total Amount | Percentage of Class | |||||||||||||||||
BlackRock, Inc. (1) 55 East 52nd Street New York, NY 10022 | 10,042,439 | — | — | 10,543,538 | — | 10,543,538 | 12.30% | ||||||||||||||||
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 192355 | — | 105,141 | — | 8,562,675 | 173,110 | 8,735,785 | 10.18% | ||||||||||||||||
(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. |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 $2.8 billion global business specializing in process control system, and President of Honeywell’s Space and Aviation Controls business, a leading global supplier of avionics for commercial and business aircraft. Mr. Schwanz previously served as a director of Multi-Fineline Electronix, Inc., a NASDAQ Global Select Market traded company, producing flexible printed circuits and flexible circuit assemblies. Mr. Schwanz is a graduate of the Massachusetts Institute of Technology where he received his B.S. in mechanical engineering and received an M.B.A. from the Harvard Business School. Mr. Schwanz’ qualifications to serve as a director include his years of leadership at CTS as well as his extensive executive service at Honeywell. This leadership experience provides Mr. Schwanz with strategic and operational experience, financial expertise and knowledge of finance and capital allocation. His engineering, operations, manufacturing and business experience have provided him with expertise relevant to the operation of the Company's businesses. Specific Qualifications/Attributes/Experience: | ||||||||||
Leadership and Strategy Financial/Capital Allocation Financial Expertise/Literacy Risk Management | Corporate Governance Customer and Community Labor and Human Resources |
Fees | Fiscal Year Ended (in thousands) ($) | |||||||
2021 | 2020 | |||||||
Audit Fees | 1,893 | 2,284 | ||||||
Audit-related Fees | 92 | 134 | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
Total Fees | 1,985 | 2,418 | ||||||
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. |
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 |
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 |
Position | 2020 Target Opportunity1 | 2021 Target Opportunity1 | ||||||
CEO | 115% | 115%2 | ||||||
EVP | 75% | 75%2 | ||||||
SVP | 55% | 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. |
2020 | 2021 | |||||||||||||||||||
Position | Total Target Opportunity* | PS | RSA | Total Target Opportunity* | PS | RSA | ||||||||||||||
CEO | 290% | 203% | 87% | 290% | 203% | 87% | ||||||||||||||
EVP | 150% | 105% | 45% | 150% | 105% | 45% | ||||||||||||||
SVP | 85% | 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. |
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. |
ALLETE, Inc. | IDACORP, Inc. | ONE Gas, Inc. | ||||||
Alliant Energy Corporation | MDU Resources Group, Inc. | Pinnacle West Capital Corporation | ||||||
Avista Corporation | New Jersey Resources Corporation | Portland General Electric Company | ||||||
Black Hills Corporation | NorthWestern Corporation | Southwest Gas Holdings, Inc. | ||||||
Hawaiian Electric Industries, Inc. | OGE Energy Corporation |
NEO | Holding Requirement as a multiple of base salary* | Actual Holdings as a multiple of base salary* | ||||||
P. K. Collawn | 5X | 33.7X | ||||||
C. N. Eldred | 3X | 12.4X | ||||||
J. D. Tarry | 3X | 2.3X | ||||||
C. M. Olson | 3X | 2.8X | ||||||
R. N. Darnell | 3X | 5.6X | ||||||
* Based on 12/31/2021 closing price on the NYSE of $45.61 |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||
(1) | (2) | (3) | (4) | (5) | (6) | ||||||||||||||||||||||||
Patricia K. Collawn, Chairman, President and CEO | 2021 | 957,981 | 740,000 | 2,461,055 | — | — | — | 1,435,703 | 5,594,739 | ||||||||||||||||||||
2020 | 951,923 | 1,060,875 | 2,255,592 | — | 1,676,183 | — | 1,892,838 | 7,837,411 | |||||||||||||||||||||
2019 | 890,631 | — | 2,094,217 | — | 1,169,550 | — | 876,795 | 5,031,193 | |||||||||||||||||||||
Charles N. Eldred, EVP, Corp Dev & Finance | 2021 | 522,690 | 260,000 | 698,355 | — | — | — | 110,032 | 1,591,077 | ||||||||||||||||||||
2020 | 530,550 | 613,080 | 649,557 | — | 605,416 | — | 270,879 | 2,669,482 | |||||||||||||||||||||
2019 | 506,893 | — | 637,302 | — | 432,988 | — | 955,034 | 2,532,217 | |||||||||||||||||||||
Joseph D. Tarry, SVP and CFO | 2021 | 409,231 | — | 310,485 | — | 370,139 | — | 92,519 | 1,182,374 | ||||||||||||||||||||
2020 | 390,194 | — | 234,378 | — | 321,398 | 19,807 | 130,191 | 1,095,968 | |||||||||||||||||||||
Chris M. Olson, SVP, Utility Operations | 2021 | 335,838 | — | 270,233 | — | 298,737 | — | 85,482 | 990,290 | ||||||||||||||||||||
2020 | 339,231 | — | 246,755 | — | 287,422 | — | 139,106 | 1,012,514 | |||||||||||||||||||||
2019 | 310,962 | — | 237,277 | — | 195,773 | — | 95,916 | 839,928 | |||||||||||||||||||||
Ronald N. Darnell, SVP, Public Policy | 2021 | 308,171 | — | 246,984 | — | 274,430 | — | 159,065 | 988,650 | ||||||||||||||||||||
2020 | 311,615 | — | 229,970 | — | 262,748 | — | 212,958 | 1,017,291 | |||||||||||||||||||||
2019 | 291,248 | — | 217,495 | — | 182,441 | — | 161,372 | 852,556 |
Name | Grant Date Fair Value of Actual RSA, Maximum PS Awards ($) | ||||
P. K. Collawn | 4,230,252 | ||||
C. N. Eldred | 1,205,177 | ||||
J. D. Tarry | 524,092 | ||||
C. M. Olson | 456,153 | ||||
R. N. Darnell | 416,956 |
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. Collawn | 8,915 | 1,445 | 38,000 | 40,755 | 1,345,536 | — | 1,052 | 1,435,703 | ||||||||||||||||||
C. N. Eldred | 960 | 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. Olson | 960 | 1,445 | 33,000 | 40,880 | 9,197 | — | — | 85,482 | ||||||||||||||||||
R. N. Darnell | 7,442 | 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. |
Goal | Weight | Threshold 50% | Target 100% | Maximum 200% | 2021 Results | Weighted Results | ||||||||||||||
PNMR Incentive EPS | 60% 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 Scorecard | 7.9 | 8.0 | 8.2 | 7.7 (0% of target award level) | 0% | ||||||||||||||
Customer Satisfaction (measured by TNMP REP Satisfaction) (weighted average score) | 5% of Scorecard | 4.0 | 4.1 | 4.3 | 4.4 (200% of target award level) | 10% | ||||||||||||||
Reliability (measured by PNM & TNMP SAIDI) (weighted respectively, 60% - 40%) | 20% of Scorecard | 104 | 100 | 91 | 95 (156% of target award level) | 31% | ||||||||||||||
Aggregate Performance Results | 161% |
Corporate Goal | Weight | Threshold | Target | Maximum | ||||||||||
Earnings Growth | 50% | ≥ 3.0% | ≥ 5.0% | ≥ 7.0% | ||||||||||
Relative TSR | 25% | ≥ 35th percentile | > 50th percentile | > 90th percentile | ||||||||||
FFO/Debt Ratio | 25% | ≥13% | ≥14% | ≥16% |
Corporate Goal | Weight | Threshold | Target | Maximum | 2019-2021 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% |
Position | Threshold Opportunity* | Target Opportunity* | Maximum Opportunity* | ||||||||
CEO | 178.75% | 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. |
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 ($) | ||||||||||||||||||||||||||||||
Name | Grant Date | Thresh- old ($) | Target ($) | Maxi- mum ($) | Thresh- old (#) | Target (#) | Maxi- mum (#) | ||||||||||||||||||||||||||||
(1) | |||||||||||||||||||||||||||||||||||
P. K. Collawn | PS 3/5/2021 | — | — | — | 19,745 | 39,491 | 78,982 | — | — | — | 1,769,197 | ||||||||||||||||||||||||
RSA 3/5/2021 | — | — | — | — | — | — | 14,590 | — | — | 691,858 | |||||||||||||||||||||||||
C. N. Eldred | PS 3/5/2021 | — | — | — | 5,656 | 11,312 | 22,625 | — | — | — | 506,778 | ||||||||||||||||||||||||
RSA 3/5/2021 | — | — | — | — | — | — | 4,040 | — | — | 191,577 | |||||||||||||||||||||||||
J. D. Tarry | AIP 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. Olson | AIP 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. Darnell | AIP 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. |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||
Option Awards | Stock 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. Collawn | 3/4/2019 | — | — | — | — | — | 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. Eldred | 3/4/2019 | — | — | — | — | — | 15,125 | 689,851 | — | — | ||||||||||||||||||||||
3/4/2019 | — | — | — | — | — | 1,218 | 55,553 | — | — | |||||||||||||||||||||||
3/3/2020 | — | — | — | — | — | 2,290 | 104,447 | 21,860 | 997,035 | |||||||||||||||||||||||
3/5/2021 | — | — | — | — | — | 4,040 | 184,264 | 11,312 | 515,940 | |||||||||||||||||||||||
J. D. Tarry | 3/4/2019 | — | — | — | — | — | 4,703 | 214,504 | — | — | ||||||||||||||||||||||
3/4/2019 | — | — | — | — | — | 321 | 14,641 | — | — | |||||||||||||||||||||||
3/3/2020 | — | — | — | — | — | 774 | 35,302 | 8,048 | 367,069 | |||||||||||||||||||||||
3/5/2021 | — | — | — | — | — | 2,043 | 93,181 | 4,768 | 217,468 | |||||||||||||||||||||||
C. M. Olson | 3/4/2019 | — | — | — | — | — | 5,183 | 236,397 | — | — | ||||||||||||||||||||||
3/4/2019 | — | — | — | — | — | 569 | 25,952 | — | — | |||||||||||||||||||||||
3/3/2020 | — | — | — | — | — | 1,091 | 49,761 | 7,637 | 348,324 | |||||||||||||||||||||||
3/5/2021 | — | — | — | — | — | 1,778 | 81,095 | 4,150 | 189,282 | |||||||||||||||||||||||
R. N. Darnell | 3/4/2019 | — | — | — | — | — | 4,924 | 224,584 | — | — | ||||||||||||||||||||||
3/4/2019 | — | — | — | — | — | 477 | 21,756 | — | — | |||||||||||||||||||||||
3/3/2020 | — | — | — | — | — | 1,017 | 46,385 | 7,117 | 324,606 | |||||||||||||||||||||||
3/5/2021 | — | — | — | — | — | 1,625 | 74,116 | 3,793 | 172,999 |
(a) | (b) | (c) | (d) | (e) | ||||||||||
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||
(1) | ||||||||||||||
P. K. Collawn | — | — | 80,507 | 3,817,642 | ||||||||||
C. N. Eldred | — | — | 22,951 | 1,088,336 | ||||||||||
J. D. Tarry | — | — | 6,923 | 328,289 | ||||||||||
C. M. Olson | — | — | 8,578 | 406,769 | ||||||||||
R. N. Darnell | — | — | 9,102 | 431,617 | ||||||||||
(1) Amounts indicated are the aggregate dollar value realized upon the vesting of performance shares and restricted stock right awards based on the number of shares acquired on vesting multiplied by the closing price of our common stock on the delivery date, as quoted on the NYSE. |
Fund Name | Rate of Return - 2021 % | ||||
Acadian All Country World exUS Equity CIT F | 16.35% | ||||
Vanguard Cash Reserves Federal Money Market Fund Admiral | 0.02% | ||||
Vanguard Institutional Index Fund | 28.67% | ||||
Vanguard Institutional Target Retirement 2015 Fund | 5.81% | ||||
Vanguard Institutional Target Retirement 2020 Fund | 8.29% | ||||
Vanguard Institutional Target Retirement 2025 Fund | 9.95% | ||||
Vanguard Institutional Target Retirement 2030 Fund | 11.52% | ||||
Vanguard Institutional Target Retirement 2035 Fund | 13.12% | ||||
Vanguard Institutional Target Retirement 2040 Fund | 14.74% | ||||
Vanguard Institutional Target Retirement 2045 Fund | 16.29% | ||||
Vanguard Institutional Target Retirement 2050 Fund | 16.59% | ||||
Vanguard Institutional Target Retirement 2055 Fund | 16.54% | ||||
Vanguard Institutional Target Retirement 2060 Fund | 16.56% | ||||
Vanguard Institutional Target Retirement 2065 Fund | 16.56% | ||||
Vanguard Institutional Target Retirement Income Fund | 5.34% | ||||
JPMorgan Large Cap Growth R6 | 18.79% | ||||
Metropolitan West Total Return Bond Fund P Class | (1.11)% | ||||
PNM Resources, Inc. Common Stock Fund (PNM) | (3.47)% | ||||
Vanguard Retirement Savings Trust III | 1.48% | ||||
Victory Integrity Small/Mid-Cap Value Fund; Class Y | 33.25% | ||||
Vanguard Wellington Fund Admiral Shares | 19.12% | ||||
Wells Fargo Discovery Fund - Institutional Class | (4.88)% | ||||
Vanguard Windsor II Fund Admiral Shares | 29.08% |
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Name | Executive Contributions in Last Year (2021) ($) | Company Contributions in Last Year (2021) ($) | Aggregate Earnings (Loss) in Last Year (2021) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Year End (2021) ($) | |||||||||||||||
(1) | (2) | |||||||||||||||||||
P. K. Collawn | ESP II | 62,507 | 1,345,536 | 338,790 | — | 13,747,455 | ||||||||||||||
C. N. Eldred | ESP II | 209,076 | 36,127 | 1,386,540 | — | 9,188,291 | ||||||||||||||
J. D. Tarry | ESP II | 29,709 | 17,117 | 35,281 | — | 594,016 | ||||||||||||||
C. M. Olson | ESP II | 30,225 | 9,197 | 20,729 | — | 267,354 | ||||||||||||||
R. N. Darnell | ESP II | 19,279 | 93,193 | 53,122 | — | 1,058,700 |
Name | Matching ($) | Age-Based ($) | Supplemental ($) | Total ($) | ||||||||||
(1) | ||||||||||||||
P. K. Collawn | 35,126 | 74,510 | 1,235,900 | 1,345,536 | ||||||||||
C. N. Eldred | 11,840 | 24,287 | 36,127 | |||||||||||
J. D. Tarry | 6,162 | 10,955 | 17,117 | |||||||||||
C. M. Olson | 2,709 | 6,488 | 9,197 | |||||||||||
R. N. Darnell | 1,409 | 2,384 | 89,400 | 93,193 |
Benefits and Payments | Voluntary Termination by Executive ($) | Termination for Cause ($) | Disability ($) | Death ($) | Constructive or without Cause Termination due to Change in Control ($) | Retirement ($) | Impaction ($) | ||||||||||||||||
(1) | (2) | ||||||||||||||||||||||
P. K. Collawn | |||||||||||||||||||||||
AIP (3) | — | — | — | — | — | — | — | ||||||||||||||||
Restricted Stock Rights (4) | 1,248,528 | — | 1,248,528 | 1,248,528 | 1,248,528 | 1,248,528 | 1,248,528 | ||||||||||||||||
2019-2021 Performance Shares (5) | 2,206,201 | — | 2,206,201 | 2,206,201 | 2,206,201 | 2,206,201 | 2,206,201 | ||||||||||||||||
2020-2022 Performance Shares (6) | 1,278,996 | — | 1,278,996 | 1,278,996 | 1,918,493 | — | 1,278,996 | ||||||||||||||||
2021-2023 Performance Shares (7) | — | — | — | — | 528,346 | — | — | ||||||||||||||||
Health and Welfare Benefits | — | — | — | — | 48,232 | — | 15,201 | ||||||||||||||||
Life Insurance Proceeds (12) | — | — | — | 1,400,000 | — | — | — | ||||||||||||||||
Cash Severance (8) (9) | — | — | — | — | 7,084,016 | — | 1,401,712 | ||||||||||||||||
Legal Fees (10) and Outplacement Services (11) | — | — | — | — | 20,000 | — | 48,431 | ||||||||||||||||
Total P. K. Collawn | 4,733,725 | — | 4,733,725 | 6,133,725 | 13,053,816 | 3,454,729 | 6,199,069 | ||||||||||||||||
C. N. Eldred | |||||||||||||||||||||||
AIP (3) | — | — | — | — | — | — | — | ||||||||||||||||
Restricted Stock Rights (4) | 344,264 | — | 344,264 | 344,264 | 344,264 | 344,264 | 344,264 | ||||||||||||||||
2019-2021 Performance Shares (5) | 689,851 | — | 689,851 | 689,851 | 689,851 | 689,851 | 689,851 | ||||||||||||||||
2020-2022 Performance Shares (6) | 563,284 | — | 563,284 | 563,284 | 563,284 | — | 563,284 | ||||||||||||||||
2021-2023 Performance Shares (7) | — | — | — | — | 151,334 | — | — | ||||||||||||||||
Health and Welfare Benefits | — | — | — | — | 31,008 | — | 14,544 | ||||||||||||||||
Life Insurance Proceeds (12) | — | — | — | 1,400,000 | — | — | — | ||||||||||||||||
Cash Severance (8) (9) | — | — | — | — | 3,137,904 | — | 775,847 | ||||||||||||||||
Legal Fees (10) and Outplacement Services (11) | — | — | — | — | 20,000 | — | 26,311 | ||||||||||||||||
Total C. N. Eldred | 1,597,399 | — | 1,597,399 | 2,997,399 | 4,937,645 | 1,034,115 | 2,414,101 | ||||||||||||||||
J. D. Tarry | |||||||||||||||||||||||
AIP (3) | 370,139 | — | 370,139 | 370,139 | 229,900 | 370,139 | 370,139 | ||||||||||||||||
Restricted Stock Rights (4) | 143,124 | — | 143,124 | 143,124 | 143,124 | 143,124 | 143,124 | ||||||||||||||||
2019-2021 Performance Shares (5) | 214,504 | — | 214,504 | 214,504 | 214,504 | 214,504 | 214,504 | ||||||||||||||||
2020-2022 Performance Shares (6) | 138,198 | — | 138,198 | 138,198 | 207,297 | 138,198 | 138,198 | ||||||||||||||||
2021-2023 Performance Shares (7) | — | — | — | — | 63,763 | — | — | ||||||||||||||||
Health and Welfare Benefits | — | — | — | — | 39,748 | — | 18,914 |
Benefits and Payments | Voluntary Termination by Executive ($) | Termination for Cause ($) | Disability ($) | Death ($) | Constructive or without Cause Termination due to Change in Control ($) | Retirement ($) | Impaction ($) | ||||||||||||||||
(1) | (2) | ||||||||||||||||||||||
Life Insurance Proceeds (12) | — | — | — | 400,000 | — | — | — | ||||||||||||||||
Cash Severance (8) (9) | — | — | — | — | 1,278,480 | — | 693,317 | ||||||||||||||||
Legal Fees (10) and Outplacement Services (11) | — | — | — | — | 20,000 | — | 20,900 | ||||||||||||||||
Total J. D. Tarry | 865,965 | — | 865,965 | 1,265,965 | 2,196,816 | 865,965 | 1,599,096 | ||||||||||||||||
C. M. Olson | |||||||||||||||||||||||
AIP (3) | 298,737 | — | 298,737 | 298,737 | 185,551 | 298,737 | 298,737 | ||||||||||||||||
Restricted Stock Rights (4) | 156,807 | — | 156,807 | 156,807 | 156,807 | 156,807 | 156,807 | ||||||||||||||||
2019-2021 Performance Shares (5) | 236,397 | — | 236,397 | 236,397 | 236,397 | 236,397 | 236,397 | ||||||||||||||||
2020-2022 Performance Shares (6) | 131,174 | — | 131,174 | 131,174 | 196,762 | 131,174 | 131,174 | ||||||||||||||||
2021-2023 Performance Shares (7) | — | — | — | — | 55,507 | — | — | ||||||||||||||||
Health and Welfare Benefits | — | — | — | — | 29,996 | — | 14,038 | ||||||||||||||||
Life Insurance Proceeds (12) | — | — | — | 400,000 | — | — | — | ||||||||||||||||
Cash Severance (8) (9) | — | — | — | — | 1,715,790 | — | 453,064 | ||||||||||||||||
Legal Fees (10) and Outplacement Services (11) | — | — | — | — | 20,000 | — | 16,868 | ||||||||||||||||
Total C. M. Olson | 823,115 | — | 823,115 | 1,223,115 | 2,596,810 | 823,115 | 1,307,085 | ||||||||||||||||
R. N. Darnell | |||||||||||||||||||||||
AIP (3) | 274,430 | — | 274,430 | 274,430 | 170,453 | 274,430 | 274,430 | ||||||||||||||||
Restricted Stock Rights (4) | 142,258 | — | 142,258 | 142,258 | 142,258 | 142,258 | 142,258 | ||||||||||||||||
2019-2021 Performance Shares (5) | 224,584 | — | 224,584 | 224,584 | 224,584 | 224,584 | 224,584 | ||||||||||||||||
2020-2022 Performance Shares (6) | 122,235 | — | 122,235 | 122,235 | 183,352 | 122,235 | 122,235 | ||||||||||||||||
2021-2023 Performance Shares (7) | — | — | — | — | 50,718 | — | — | ||||||||||||||||
Health and Welfare Benefits | — | — | — | — | 50,278 | — | 17,697 | ||||||||||||||||
Life Insurance Proceeds (12) | — | — | — | 900,000 | — | — | — | ||||||||||||||||
Cash Severance (8) (9) | — | — | — | — | 1,594,385 | — | 443,517 | ||||||||||||||||
Legal Fees (10) and Outplacement Services (11) | — | — | — | — | 20,000 | — | 15,496 | ||||||||||||||||
Total R. N. Darnell | 763,507 | — | 763,507 | 1,663,507 | 2,436,028 | 763,507 | 1,240,217 |
Description of Proposal | Proposal discussed on following pages: | Board Recommendation | |||||||||
PROPOSAL 1 | Elect as directors the nine director nominees named in the proxy statement | 21-31 | FOR | ||||||||
PROPOSAL 2 | Ratify appointment of KPMG LLP as our independent registered public accounting firm for 2022 | 32 | FOR | ||||||||
PROPOSAL 3 | Approve, on an advisory basis, the compensation of our NEOs | 35 | FOR |
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List of Companies Comprising the Willis Towers Watson 2020 General Industry Executive Survey Report - United States | ||
2nd.MD/3M/A.O. Smith/Aaron's/ABB (Asea Brown Boveri)/ABC Technologies/Accenture/ACI Worldwide/Acronis/Adecco/Adient/ADT/Adtalem Global Education/ADTRAN/Advanced Drainage Systems/Advanced Transit Manufacturing/Advocate Aurora Health Care/AECOM/Aegion/Aerojet Rocketdyne/AGCO/Agilent Technologies/Aimia/Air Products and Chemicals/Airbus Group (EADS)/Alaska Air Group/Albany Medical Center/Albertsons/Alcoa/Algas-SDI/Allegheny Technologies/Allegion/Allied Electronics/Allnex/Altria Group/Altus Group/Alzheimer's Association/Amadeus North America/American Airlines/American Cancer Society/American Dehydrated Foods/American Greetings/American Heart Association/American Sugar Refining/American University/Americas Styrenics/AmeriCold Logistics/AmeriHealth Caritas/AmerisourceBergen/AMETEK/AMSTED Industries/Amway/Andersen/Andersons/Apache/Apple/Applied Research Associates/Aramark/Archer Daniels Midland/Arconic/Ariens Company/Arkema/Armstrong World Industries/Arrow Electronics/Asahi Kasei International/Asbury Automotive Group/Ashland/Associated Press/AT&T/Auburn University/Automatic Data Processing/AvalonBay Communities/Avanade/Avery Dennison/Avnet/Axalta Coating Systems/BAE Systems/Bain & Company/Baker Hughes/Ball/Banner Health/Barrick Gold of North America/Baxter/Bayfront Health Systems/Bechtel/Becton Dickinson/Beebe Medical Center/Bemis Manufacturing Company/Berry Global/Best Buy/BIC Group/Big Lots/Biogen/Biotronik/BJ's Restaurants/BJ's Wholesale Club/Black & Veatch/Bloomin Brands/BMC Software/Board of Pensions of the Presbyterian Church/Boeing/Bombardier/Booz Allen Hamilton/BorgWarner/Bose/Boston Scientific/Boy Scouts of America/BP/Bradley/Bright Horizons/Brink's/Broadridge Financial Solutions/Brunswick/Burlington Northern Santa Fe/Bush Brothers & Company/Buzzi Unicem USA/BWX Technologies/C&S Wholesale Grocers/Cabot/CAE/California Institute of Technology/Campbell Soup/Canadian Pacific Railway/Carmeuse North America Group/Carnival/Carpenter Technology/Carrier Global Corporation/Catalent Pharma Solutions/CDK Global/CDM Smith/CDW/Cedar Fair/Celanese/Celestica/CenturyLink/CF Industries/CGI Technologies and Solutions/CH2M Hill Plateau/Chamberlain Group/Charter Communications/Cherokee Nation Businesses/Chesapeake Energy/Chevron/Chevron Phillips Chemical/Chewy.com/Chicago Transit Authority/Chickasaw Nation/Choice Hotels International/CHS/Chumash Casino Resort/Church & Dwight/Cimpress/Cincinnati Bell/Cincinnati Children's Hospital/Medical Center/Cisco Systems/Citrix Systems/City of Fort Worth/City of Greensboro/City of Houston/CLEAResult/Clearwater Paper Corporation/Coesia/Colgate-Palmolive/Colliers International/Collin County/Colsa/Columbia Sportswear/Comcast Cable Corporation/Commercial Metals/CommScope/Community Coffee/Community Health Network/Compassion International/Computacenter/Computacenter Fusionstorm Inc./Computershare/ConAgra Brands/Concentrix/Cone Health/ConocoPhillips/Constellation Brands/Continental Automotive Systems/Continental Carbon/Cooper Standard Automotive/CooperVision/CoorsTek/Corning/Corteva Agriscience/Covestro/Cox Media Group/CPA Global Management Services/Crowley Maritime Corporation/Crown Castle/CSC ServiceWorks/CSX/CTB Inc/CTCI/Cubic/Curtiss-Wright/CVR Energy/CVS Health/Dairy Farmers of America/Dana/Danone North America/Darden Restaurants/Dartmouth College/Datasite/DaVita Healthcare Partners/DCP Midstream/Deluxe/DENSO International/Dentsply Sirona/DePaul University/DHL Supply Chain/Diageo North America/Dick's Sporting Goods/Diebold Nixdorf/Domino's Pizza/Domtar/Donaldson/Dorman Products/Dot Foods/Dover/Dow Chemical/Driscoll Childrens Hospital/Driscoll's/Duke Realty/DuPont/E.A. Sween Company/E.W. Scripps/EAB Global/Eastman Chemical/Eating Recovery Center/Eaton/Ecolab/Edgewell Personal Care/Edwards Lifesciences/Elementis/Eli Lilly/Ellis Medicine/EMCOR Group/Enable Midstream Partners/Encompass Health Corporation/Endo/Energy Transfer Partners/EnPro Industries/Environmental Chemical Corp/Epson America/Equifax/Ericsson/Ernst & Young/ESCO Group/Essentia Health/Estée Lauder/Everis/Evoqua Water Technologies/Exide Technologies/EXL Service/Expedia/Experian Americas/ExxonMobil/FedEx Express/Ferrara Candy Company/Fiat Chrysler Automobiles (FCA)/Findley Davies/First Solar/FirstGroup America/FIS/Fiserv/Flagler Hospital/Flex/Flowserve/Fluor/Fluor Federal Petroleum Operations/Follett Corporation/Ford/Fortive Corporation/Fortune Brands Home & Security/Freeport-McMoRan/Freudenberg/Froedtert Health/Frontier Communications/Fugro/Funding Circle/GAF Materials/Gates/General Atomics/General Dynamics/General Dynamics Information Technology/General Mills/General Motors/Genesis Energy/Georgia-Pacific/Gerson Lehrman Group/Getinge/Glanbia Group Services/Glatfelter/Global Payments/GLOBALFOUNDRIES/Glory Global Solutions/GOJO Industries/Goodyear Tire & Rubber/Google/Graco/GrafTech International/Grande Cheese/Graphic Packaging/Great River Medical Center/Greif/GROWMARK/Grupo Cementos de Chihuahua/GS1 US/GSM Association/Guardian Industries/Guardian News & Media/Guidehouse/Gympass/H&R Block/H.B. Fuller/Habitat for Humanity International/HarbisonWalker International/Harland Clarke/Harley-Davidson/Harman International Industries/Harrisburg Area Community College/Harsco/Hasbro/HAVI Group/HCA Healthcare/HDR/Hendrickson/Henry Ford Health System/Henry Schein/Herman Miller/Hertz/Hess/Hexcel/Hexion/HF Management Services/High Company/Hillenbrand/Hilton Grand Vacations/Hilton Worldwide/Hirose Electric/Hitachi Solutions America/Hitachi Vantara/HNI/HNTB/Honeywell/Hormel Foods/Host Hotels & Resorts/Houghton Mifflin Harcourt Publishing/Howard Hughes Medical Institute/Humana/Hunt Consolidated/Huntington Memorial Hospital/IBM/IDEX Corporation/IDEXX Laboratories/iHeartMedia/Illinois Tool Works/Infirmary Health System/Ingenico/Ingevity/Ingram Industries/Ingram Micro/Inmar Inc/Innophos/Innospec/Insperity/ Institute for Defense Analyses/Institute of Electrical & Electronic/Engineers (IEEE)/Integer Holdings/Integra Lifesciences/International Data Group/International Flavors & Fragrances/International Game Technology/International Paper/Intertape Polymer Corp/IQVIA/ITT Inc./Ixom/J.M. Smucker/Jabil Circuit/Jack in the Box/Jackson Dawson Communications/Jacobs Engineering/Jacobs Technology/Jefferson Science Associates/Jensen Precast/JetBlue Airways/Johns Hopkins University/Johns Manville/Johnson Controls/Joint Commission/Judicial Council of California/K. Hovnanian Companies/Kamehameha Schools Bishop Estate/Kantar Group/Kapsch Partner Solutions/KAR Global/KBR/Kelsey-Seybold Clinic/Kennametal/Kent Corporation/Kerry Group/Keurig Dr Pepper/KI, Inc/Kimley-Horn and Associates/Kindred Healthcare/Kinross Gold/Koch Engineered Solutions/Koch Industries/Kodak Alaris/Kohler/Kongsberg Automotive/Koppers/KPMG/Kronos Worldwide/Kubota Tractor Corporation./Kyocera International/L.A. Care Health Plan/L.L. Bean/L3Harris/Lam Research/Land O'Lakes/Lear/Learning Care Group/Ledcor Group of Companies/Leggett and Platt/Lehigh Hanson/Lehigh University/Lehigh Valley Health Network/Leidos/Lend Lease/Letgo/Leupold & Stevens/Levi Strauss/Lexington Medical Center/Lexmark/Lhoist/Liberty Global/Life Time Fitness, Inc./Lincoln Electric/Liquidpower Specialty Products/Lockheed Martin/Logicalis/L'Oréal/Lowe's/LSC Communications/Lubrizol/Luck Companies/Lutron Electronics/LyondellBasell/Magellan Health Services/Magellan Midstream Partners/Malco Products/Marathon Oil/Marathon Petroleum/Marriott International/Mars Incorporated/Marshall Medical Center/Martin Marietta/Mary Kay/Mary Washington HealthCare/Masco/MasterCard/Materion Corporation/Mather LifeWays/Matrix Service/Mattel/Matthews International/Mauser Packaging Solutions/Maximus/McDermott International/McDonald's/McLane Company/Medline Industries/Medtronic/Memorial Healthcare System/Memorial Medical Center/Memorial Sloan-Kettering Cancer Center/Mercy Iowa City/Meredith/Meritor/Methodist Health System Dallas/Metro Health/MGM Resorts International/Microsoft/Minneapolis School District/Missouri Department of Conservation/Mitsubishi International/Molex/Molson Coors Brewing/Momentive Performance Materials/Mondelez/MoneyGram/Montrose Memorial Hospital/MORSCO/Mosaic/Motorola Solutions/MRC Global Inc/MSA Safety/MTD Products/ |
List of Companies Comprising the Willis Towers Watson 2020 General Industry Executive Survey Report - United States | ||
MTS Systems/MVF/Myers Industries/Mylan/National Academies of Sciences, Engineering, and Medicine/National Futures Association/National Louis University/National Rural Electric Cooperative/Association/Nature's Bounty Co./Navistar International/Navy Exchange Enterprise/NCC/NCR/Nebraska Medical Center/New York Times/New York University/Newmont Mining/News Corporation/Nexteer Automotive/Niagara Bottling/NIBCO Inc/Nike/Nissan Motor/NNV Ventures/Noble Energy/Norfolk Southern/North Carolina Office of State/Human Resources/orthern Arizona University/Northrop Grumman/Northwell Health/Northwest Permanente PC/Northwest Pipe Company/Norton Health Care/NOVA Chemicals/Novelis/Nu Skin Enterprises/Nubank/Nutrien/NYU Langone Medical Center/Oakland University/Occidental Petroleum/Ochsner Health System/Ohio State University Medical Center/OLX/ON Semiconductor/ONEOK/Options Clearing Corporation/Orlando Health/Otis Elevator Company/Outfront Media/Owens Corning/Owensboro Health Regional Hospital/Pacific Northwest National Laboratory/Panasonic of North America/PAREXEL/Parker Hannifin/Parkland Health & Hospital System/Parsons Corporation/Paychex/PBF Energy/Peabody Energy/Perdoceo Education Corporation/Performance Food Group/Persistent/Perspecta/Petco/Philips Healthcare/Phillips 66/Piedmont Healthcare/Pilot Flying J/PKC Group/Plexus/Pluralsight/Polaris Industries/PolyOne/Port of Portland/Port of Seattle/PPC Partners, Inc./Praxair/Precision Castparts/Preformed Line Products/Presbyterian Healthcare Services/PrimeSource Building Products/Promat/Providence Health & Services/Public Broadcasting Service/PulteGroup/Purdue Pharma/QTC Management/QTI Human Resources/Quad/Graphics/Quest Diagnostics/Rackspace/Radisson Hotels/Raising Cane's Chicken Fingers/RAND Corporation/Rayonier/Rayonier Advanced Materials/Raytheon Technologies/Refinitiv/Regency Centers/Reiter Affiliated Companies/Renown Health/Repay Holdings/Resideo/Rev Group/Revantage Corporate Services/Rexnord Corporation/Reynolds American/Rheem Manufacturing/Rice University/RiceTec/Rich Products/Ricoh Americas/Rivian Automotive/Robroy Industries/Rolls-Royce North America/Rotary International/Royal Caribbean Cruises/RSM US LLP/Rush University Medical Center/Rutgers University/Ryder System/Ryerson/S&C Electric/S&P Global/S.C. Johnson & Son/SAIC/Saint Luke's Health Systems/Salem Health/Salk Institute for Biological Studies/Salt Lake County/Samaritan Health Services/Samsung/Samuel, Son & Co. Limited/San Antonio Water System/Sanford USD Medical Center/Sargento Foods/SAS Institute/Satellite Healthcare/Saudi Aramco/Schlumberger/Schmolz + Bickenbach/Scholastic/Schreiber Foods/Schweitzer-Mauduit International/Scientific Research Corporation/Scotts Miracle-Gro/Sealed Air/Sensient Technologies/Serco Group/SES/Shell Oil/Sherwin-Williams/SICPA/Siegwerk Druckfarben/Sierra Nevada Corporation/Signant Health/Singing River Health System/Smithfield Foods/SMSC Gaming Enterprise/Snap-on/Snow Software/Sodexo/Sonepar USA/Sonoco Products/Sony/Sony Electronics/Southeastern Freight Lines/Southern Glazer's Wine and Spirits/SpartanNash/Spectrum Brands/Spirit AeroSystems/Spirit Airlines/Sprint/SPX Corporation/SSM Health Care St Louis/St Francis Hospital/Stanford University/Stantec/Star Tribune/Stars Group (The)/State Teachers Retirement/System of Ohio/Steelcase/Steris/Stolt-Nielsen/Stryker/Subaru of America/Sumitomo Corporation of Americas/Summit Midstream/Sunbelt Rentals/Sutter Health/Swedish American Health System/SWIFT/Sysco Corporation/Tallahassee Memorial HealthCare/Target/TaylorMade Golf/TDS Telecom/TE Connectivity/Teacher Retirement System of Texas/Tech Data/TEGNA/Telefonica/Tenet Healthcare Corporation/Tennant Company/Teradata/Terex/Terumo BCT/Texas Children's Hospital/Textron/The Christ Hospital/The MetroHealth System/The Ohio State University/The University of New Mexico/Thermo Fisher Scientific/Thomson Reuters/Thyssenkrupp/Tiffany & Co./Timken/TimkenSteel/Tivity Health/T-Mobile USA/TomTom/Trane Technologies/Transocean/TransUnion/Trimble/Trinity Consultants/Trinity Health/Trinity Industries/Trinseo/TTEC/Tupperware Brands/Twitter/Tyson Foods/U.S. Xpress Enterprises/Uline/UNC Health Care/Under Armour/Underwriters Laboratories/Unilever United States/Unisys/United Launch Alliance/United Natural Foods, Inc./United Regional Health Care/United Rentals/United States Cellular/United States Steel/United Way for Southeastern Michigan/University Health Care System/University Hospitals/University of Kansas Hospital/University of Maryland Faculty Physicians/University of Maryland Medical Center/University of Maryland University College/University of Michigan Health System/University of Michigan-Ann Arbor/University of Missouri System/University of Phoenix/University of Rochester/University of Southern California/University of Texas - M.D. Anderson/Cancer Center/University of Texas Medical Branch/University of Vermont Medical Center/University of Virginia/UPS/US Radiology Specialists/UT Health Science Center at Houston/UT Southwestern Medical Center/Utah Transit Authority/UW Health/Valero Energy/Valley Health System/Valleywise Health/Valvoline/Van Andel Institute/VCU Health Systems/Vectrus/Ventech Solutions/Ventura Foods/Verisk Analytics/Verizon/Verra Mobility/Vertiv/Vesuvius - Advanced Refractories/VF Corporation/ViacomCBS/Vidant Health/Virginia Commonwealth University/Virginia Department of Transportation/Virtua Health/Visiting Nurse Service of NY/Vista Outdoor/Visteon/Volkswagen Group of America/Vulcan Materials/W.R. Grace/Wabtec/Wake Forest University/Walt Disney/Warner Music Group/WarnerMedia Group/Washington University in St. Louis/Washington University School of Medicine/Waste Management/Waters/Wawa/Wayne Farms/Wells Enterprises/WellStar Health System/Wendy's Group/West Pharmaceutical Services/Western Digital/Westlake Chemical/WestRock/Weyerhaeuser/Whataburger Restaurants/Whirlpool/White & Case/Wichita State University/Wilmer Cutler Pickering Hale and Dorr LLP/Winnebago Industries/Winpak Portion Packaging/Wood Group/World Vision International/Wyoming Medical Center/XPO Logistics/Xtek Inc/Xylem/Yanfeng Global Automotive Interior Systems/Yavapai Regional Medical Center/Yazaki Corporation/Yuma Regional Medical Center/Zayo Group/Zebra Technologies/Zimmer Biomet |