Txnm Energy Inc DEF 14A, filed Apr 1, 2025

Txnm Energy Inc (TXNM)

DEF 14A 2025-04-01 For: 2024-12-31

View Original

Added on June 12, 2026

About this DEF 14A

Txnm Energy Inc filed this DEF 14A on April 1, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


DATE AND TIME:			Tuesday, May 13, 2025, at 9:00 a.m. Central Time (Meeting Room doors open at 8:15 a.m.)
PLACE:			Austin Proper Hotel Moonlight Room 600 W 2nd Street Austin, TX 78701
WHO CAN VOTE:			You may vote if you were a shareholder of record as of the close of business on March 24, 2025.
ITEMS OF BUSINESS:			(1) Elect as directors the director nominees named in the proxy statement. (2) Ratify appointment of KPMG LLP as our independent registered public accounting firm for 2025. (3) Approve, on an advisory basis, the compensation of our named executive officers. (4) Consider any other business properly presented at the meeting.
VOTING:			On April 1, 2025, we began mailing to our shareholders either (1) a Notice of Internet Availability of Proxy Materials, which indicates how to access our proxy materials on the Internet or (2) a printed copy of our proxy materials. After reading the proxy statement, please promptly vote by telephone or internet or by signing and returning the proxy card so that we can be assured of having a quorum present at the meeting and your shares may be voted in accordance with your wishes. See the questions and answers beginning on page 73 of our proxy statement about the meeting (including how to listen to the meeting by webcast), voting your shares, how to revoke a proxy, how to vote shares in person and via the internet and attendance information.
			By Order of the Board of Directors Patricia K. Collawn Chair and Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2025: This Notice of Annual Meeting; our 2025 proxy statement; our 2024 Annual Report on Form 10-K; a shareholder letter from Patricia K. Collawn, our Chair and CEO; and stock performance graph are available at www.proxyvote.com and www.txnmenergy.com/asm/annual-proxy.cfm. You are receiving these proxy materials in connection with the solicitation by the Board of Directors of TXNM Energy, Inc. of proxies to be voted on at the TXNM Energy, Inc. 2025 Annual Meeting of Shareholders. Please vote on the proposals described in this proxy statement. Thank you for investing in TXNM Energy, Inc.


			Notice of 202 5 Annual Meeting of Shareholders
			Table of Contents
1			Proxy Summary
6			Information About Our Corporate Governance
12			Additional Information About Our Board and Board Committees
16			Director Compensation
18			Ownership of Our Common Stock
20			Proposal 1: Elect as Directors the Director Nominees Named in the Proxy Statement
20			General Information
21			Directors Nominated This Year
31			Directors Skills Matrix
32			Proposal 2: Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm for 202 5
33			Audit and Ethics Committee Report
34			Independent Auditor Fees
35			Proposal 3: Approve, On An Advisory Basis, the Compensation of our Named Executive Officers
36			Executive Compensation
36			Compensation Discussion and Analysis
36			Overview
39			Executive Compensation Practices & Results
41			Elements of Executive Compensation
48			Administration and Resources
49			2025 Compensation Actions
50			Additional Information
53			Compensation and Human Capital Committee Report
54			202 4 NEO Compensation Information
72			Equity Compensation Plan Information
73			Questions and Answers About the Annual Meeting and Voting
79			Glossary
A-1			Appendix A


Date and Time:			May 13, 2025, 9:00 a.m. Central Time (Meeting Room doors open at 8:15 a.m.)
Place:			Austin Proper Hotel Moonlight Room 600 W 2nd Street Austin, TX 78701
Record Date:			March 24, 2025
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 on 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 the shares are registered in your name, you can attend and cast your vote at the Annual Meeting. To attend the meeting in person, you will need to provide proof of your stock ownership as of the record date and provide a government-issued photo identification. For admission requirements please see Question 19 on page 76. If your stock is held in “street name”, and you do not provide voting instructions to your broker before the meeting, then you can only vote in person if you have an authorized proxy to do so from the registered shareholder. See also Question 23 on page 77.


	Board vote recommendation	Page References (for more detail)
Proposal 1: Elect as directors the director nominees named in this proxy statement	FOR each nominee	20-31
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 LLP as our independent registered public accounting firm for 2025	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 directors and executive officers



			TXNM Energy, Inc. 414 Silver Ave. SW Albuquerque, NM 87102-3289 www.txnmenergy.com


•Preparing our workforce with the knowledge and skills to thrive •Purposefully delivering an intentional customer experience that exceeds our evolving customer and stakeholder expectations •Enabling an environmentally sustainable future and deploying technologically advanced solutions that empower and benefit customers •Demonstrating the relationship between customer excellence and our dedicated focus on financial strength Meeting the business objectives above will drive key financial results: •Earning authorized returns on regulated businesses •Delivering at or above industry-average long-term earnings growth, with a dividend payout ratio between 50 and 60 percent of earnings •Maintaining investment grade credit ratings						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


8 of 10 Nominees Are Independent			50% Are Female and 40% are Minority			100% Have C-Suite Experience			80% Have Environmental/ Sustainability Expertise


Annual Incentive Pay under 2024 AIP
60% Incentive EPS	20% Customer Satisfaction	20% Reliability

Long-Term Incentive Performance Shares under 2024 LTIP
50% Earnings Growth	25% Relative TSR	25% FFO/Debt Ratio


Audit Committee			Finance Committee
E. R. Conley A. J. Fohrer*** S. M. Gutierrez S. C. Maestas M. T. Mullarkey*			N. P. Becker** J. A. Hughes* M. T. Mullarkey S. C. Maestas
Compensation and HC Committee			Nominating Committee
V. A. Bailey N. P. Becker** E. R. Conley* L. J. Montoya			V. A. Bailey* A. J. Fohrer*** J. A. Hughes S. M. Gutierrez L. J. Montoya
Committee Chairs confirmed on February 25, 2025 Lead Independent Director **Mr. Fohrer is not standing for re-election and will serve on these committees until he retires from the Board on May 13, 2025.


Membership:			Five independent, non-employee directors in 2024
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 auditor’s qualifications and independence. •Reviews and approves the performance of our internal audit function and that of the independent auditors. •Approves independent auditor 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.txnmenergy.com/sustainability/governance/governance-documents.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 2024 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. Renae Conley and Alan J. Fohrer qualify as “audit committee financial experts” within the meaning of SEC regulations and met the independence requirements of the NYSE listing standards.


Membership:			Four independent, non-employee directors in 2024
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.txnmenergy.com/sustainability/governance/governance-documents.aspx.
Evaluation:			The Finance Committee evaluated its 2024 performance and confirmed that it fulfilled all of the responsibilities described in its Charter.


Annual Retainer (Cash and Equity):			$105,000 in cash paid in quarterly installments Restricted stock rights(1) with a market value of $135,000(2)
Lead Director Retainer:			$30,000 paid in quarterly installments
Audit Committee Chair Retainer:			$15,000 paid in quarterly installments
Compensation and HC Committee Chair Retainer:			$15,000 paid in quarterly installments
Finance Committee Chair Retainer:			$15,000 paid in quarterly installments
Nominating Committee Chair Retainer:			$15,000 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	123,000	135,000	—	—	—	—	258,000
N. P. Becker	138,000	135,000	—	—	—	—	273,000
E. R. Conley	123,000	135,000	—	—	—	—	258,000
A. J. Fohrer	123,000	135,000	—	—	—	—	258,000
S. M. Gutierrez	108,000	135,000	—	—	—	—	243,000
J. A. Hughes	108,000	135,000	—	—	—	—	243,000
S. C. Maestas	78,750	135,000	—	—	—	—	213,750
L. J. Montoya	78,750	135,000	—	—	—	—	213,750
M. T. Mullarkey	123,000	135,000	—	—	—	—	258,000
(1) As employees of the Company, Ms. Collawn and Mr. Tarry do not receive director compensation.


(2) The following table provides additional information about fees earned or paid in cash to non-employee directors in 2024:
	Name	Annual Retainer ($)	Committee Chair Fee ($)	Board Meeting Fees ($)	Lead Independent Director Fee ($)	Total ($)
	V. A. Bailey	105,000	15,000	3,000	—	123,000
	N. P. Becker	105,000		3,000	30,000	138,000
	E. R. Conley	105,000	15,000	3,000	—	123,000
	A. J. Fohrer	105,000	15,000	3,000	—	123,000
	S. M. Gutierrez	105,000	—	3,000	—	108,000
	J. A. Hughes	105,000	—	3,000	—	108,000
	S. C. Maestas	78,750	—	—	—	78,750
	L. J. Montoya	78,750	—	—	—	78,750
	M. T. Mullarkey	105,000	15,000	3,000	—	123,000

(3) Represents the grant date fair value of $37.84 per restricted stock right calculated in accordance with FASB ASC Topic 718 of the 3,568 restricted stock rights awarded under the PEP to each non-employee director on June 4, 2024. The assumptions used in determining the grant date fair value of restricted stock rights are set forth in Note 12 of the consolidated financial statements in TXNM’s Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, the non-employee directors listed on the table above had 3,568 outstanding restricted stock rights that will vest in May 2025. As discussed above, directors may elect to defer receipt of vested restricted stock awards granted on and after May 2018. The actual value that a director may realize on the payment of vested restricted stock rights will depend on the market price of our common stock at the date of settlement and ultimately, the value received by the director on the sale of stock.


Name and Address	Voting Authority			Dispositive Authority
	Sole	Shared	None	Sole	Shared	Total Amount	Percentage of Class
BlackRock, Inc. (1) 50 Hudson Yards New York, NY 10001	12,886,605	—	—	13,232,136	—	13,232,136	14.6%
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 192355	—	109,361	—	9,144,749	186,181	9,330,930	10.87%
T. Rowe Price Investment Management, Inc. (3) 101 E. Pratt Street Baltimore, MD 21201	6,230,887	—	—	6,250,680	—	6,250,680	6.9%
(1) As reported on Schedule 13G filed November 8, 2024, with the SEC by BlackRock, Inc. as the parent holding company or control person of thirteen subsidiaries. (2) As reported on Schedule 13G filed February 13, 2024 with the SEC by The Vanguard Group. (3) As reported on Schedule 13G filed November 14, 2024 with the SEC by T. Rowe Price Investment Management, Inc.


Steven C. Maestas Age 61 Director since 2024 CEO, Maestas Development Group Independent Director Committee Memberships: Audit and Ethics Finance	Mr. Maestas currently serves as the CEO of the Maestas Development Group, responsible for acquiring and developing commercial real estate projects throughout the Southwest. Previously, Mr. Maestas was the Founder, Chairman and Managing Partner of Maestas & Ward Commercial Real Estate, one of the largest commercial real estate management and brokerage firms in New Mexico, recognized as one of New Mexico’s Top 100 Private companies. Mr. Maestas currently serves as an Advisory Board Member of Enterprise Bank & Trust. He formerly served on the board of the Federal Reserve Bank of Kansas City (Chair/Deputy Chair). He also served as a former Chair of Albuquerque Economic Development, as a Trustee and Chair of the Albuquerque Community Foundation, and on the Board of CNM Ingenuity, Inc. Mr. Maestas’ visionary leadership experience and recognitions demonstrate his ability to strategize and negotiate complex business transactions, guide and influence economic strategies, identify and seize opportunities for growth and development while managing financial health, tackle social issues with sustainable financial outcomes, and a commitment to community engagement and service. His career has been characterized by his ability to engage with political entities and forge strong community relations. These experiences qualify him to serve as a director. Specific Qualifications/Attributes/Experience:
	•Leadership and Strategy •Finance/Capital Allocation •Risk Management	•Corporate Governance •Customer and Community


Lillian J. Montoya Age 58 Director since 2024 President and CEO, CHRISTUS St. Vincent Health Systems Independent Director Committee Memberships: Compensation and Human Capital Nominating and Governance	Ms. Montoya currently serves as President and CEO of CHRISTUS St. Vincent Health System, a regional market of CHRISTUS Health, providing comprehensive acute care to a seven-county area and is the largest private employer in north central New Mexico. Prior to becoming President and CEO, Ms. Montoya served in multiple senior leadership positions including Chief Operating Officer, Chief Administrative Officer, and Vice President of Public Affairs, Marketing, Communications & Advocacy. Ms. Montoya has led an organizational and cultural transformation, positioning the organization to earn a Best Place to Work recognition for six consecutive years, earn among the highest Associate engagement scores in CHRISTUS Health, receiving successive recognition as a National Leapfrog Safety Grade of “A” hospital, and became part of the Mayo Clinic Care Network of hospitals for its commitment to quality, safety, associate engagement, and patient experience. Ms. Montoya currently serves as a Bank Division (NM) Board Member for NM Bank & Trust (Heartland Financial USA, Inc.) and on the board of the Federal Reserve Bank of Kansas City, Economic Council. Ms. Montoya is a board member (former Chair) of the New Mexico Hospital Association. She also serves on the board of the Santa Fe Opera, and is a member of the International Women’s Forum-NM and New Mexico Amigos. Ms. Montoya received a B.A. and M.B.A from the University of New Mexico. Ms. Montoya’s professional recognitions and extensive experience in leadership and strategy, governance, customer relations and community engagement, risk management, regulatory environments, as well as labor relations and human resources qualify her to serve as a director. With more than 30 years of extensive experience in helping corporate, government and non-profit leaders navigate strategic and organizational challenges, Montoya has demonstrated proven results in developing and implementing programs that make our communities better places to live, work, and thrive. Specific Qualifications/Attributes/Experience:
	•Leadership and Strategy •Finance/Capital Allocation •Risk Management •Regulated Industry	•Corporate Governance •Customer and Community •Labor and Human Capital


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.


Name	Amount and Nature of Shares Beneficially Owned (a)
	Shares Held	Right to Acquire within 60 Days (b)	Total Shares Beneficially Owned	Percent of Shares Beneficially Owned	Deferred RSAs (c)
Non-Employee Directors:
Vicky A. Bailey	13,225	3,568	16,793	*	—
Norman P. Becker	21,810	3,568	25,378	*	—
E. Renae Conley	22,725	6,268	28,993	*	5,554
Alan J. Fohrer	26,721	8,910	35,631	*	2,344
Sidney M. Gutierrez	23,143	3,568	26,711	*	—
James A. Hughes	11,007	5,786	16,793	*	—
Steven C. Maestas	—	3,568	3,568	*	—
Lillian J. Montoya	—	—	—	*	3,568
Maureen T. Mullarkey	17,809	11,254	29,063	*	—
NEOs:
Patricia K. Collawn	749,557	139,576	889,133	*	—
Joseph D. Tarry	41,847	29,247	71,094	*	—
Elisabeth A. Eden	21,921	4,723	26,644	*	—
Brian G. Iverson	3,493	8,175	11,668	*	—
Patrick A. Apodaca 1	90,004	4,945	94,949	*	—
Directors and current Executive Officers as a Group (13 persons)	953,258	228,211	1,181,469	1.28%	11,466
*Less than 1% of TXNM outstanding shares of common stock. 1 Mr. Apodaca is not included under the “group” ownership reporting as he retired effective October 2, 2024. (a) Unless otherwise noted, each person has sole investment and voting power over the reported shares (or shares such powers with his or her spouse). (b) Beneficial ownership also includes the shares directors and executive officers have a right to acquire through (1) potential accelerated vesting (upon disability) under the PEP of non-employee director restricted stock awards that the director has elected not to defer receipt to a later date, (2) potential accelerated vesting (including upon retirement or disability) under the PEP of officer RSAs, and (3) the number of shares that executive officers have a right to acquire through the ESP II upon the participant’s termination of employment. As of February 18, 2025, the number of shares reported in this column include the following ESP II phantom share rights: P. K. Collawn - 94,442. (c) The amounts shown are restricted stock rights that directors have elected to defer receipt of under the program described on page 16. The information in this column is not required by SEC rules because the effect of the deferral election is that the director does not have the right to acquire any underlying shares within 60 days of March 24, 2025. TXNM Energy has provided this information to provide a more complete picture of the financial stake that its directors have in TXNM.


Fees	Fiscal Year Ended (in thousands) ($)
	2024	2023
Audit Fees	2,475	2,546
Audit-related Fees	1,022	802
Tax Fees	—	—
All Other Fees	—	—
Total Fees	3,497	3,348
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 include services provided in connection with Regulation AB Attestation procedures, financing arrangements, and other agreed upon procedures. 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.


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 Energy Group, Inc.	Southwest Gas Holdings, Inc.
Hawaiian Electric Industries, Inc.	OGE Energy Corporation


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


NEO	2023 Base Salary	2024 Base Salary
Patricia K. Collawn	$1,088,250	$1,164,428
Joseph D. Tarry	$540,350	$578,175 1
Elisabeth A. Eden	$401,250	$421,313 2
Brian G. Iverson 3	N/A	$450,000
Patrick V. Apodaca 4	$412,983	$429,503
Additional salary adjustments were made throughout the year to recognize changes in NEOs' responsibilities.
1 Effective December 3, 2024, Mr. Tarry’s annual base salary was increased to $725,000.
2 Effective July 1, 2024, Ms. Eden’s annual base salary was increased to $450,000.
3 Mr. Iverson joined the Company as General Counsel, SVP, Regulatory & Public Policy effective September 16, 2024.
4 Effective October 2, 2024, Mr. Apodaca retired from the Company.


Position	2023 Target Opportunity1	2024 Target Opportunity1
Patricia K. Collawn	115%	115%
Joseph D. Tarry 2	70%	70% 2
Elisabeth A. Eden 3	60%	60% 3
Brian G. Iverson 4	N/A	70%
Patrick V. Apodaca	55%	55%
Additional target bonus adjustments were made throughout the year to recognize changes in NEOs’ responsibilities.
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 Effective July 1, 2024, Mr. Tarry’s target opportunity increased from 70% to 75% of his annual base salary. Effective December 3, 2024, Mr. Tarry’s target opportunity increased to 90% of his annual base salary. The increases to Mr. Tarry’s target opportunity are pro-rated based on the effective date of the increases.
3 Effective July 1, 2024, Ms. Eden’s target opportunity increased from 60% to 65% of her annual base salary, pro-rated based on the effective date of the increase.
4 Mr. Iverson’s 2024 target opportunity was pro-rated based on his date of hire, September 16, 2024.


	2023 LTIP			2024 LTIP
Position	Total Target Opportunity1	PS1	RSA	Total Target Opportunity1	PS1	RSA
Patricia K. Collawn	290%	203%	87%	290%	203%	87%
Joseph D. Tarry2	165%	115.5%	49.5%	165%	115.5%	49.5%
Elisabeth A. Eden	85%	59.5%	25.5%	85%	59.5%	25.5%
Brian G. Iverson3	135%	94.5%	40.5%	135%	94.5%	40.5%
Patrick V. Apodaca	85%	59.5%	25.5%	85%	59.5%	25.5%
Additional LTIP adjustments were made throughout the year to recognize changes in the NEOs’ responsibilities.
1 As a percentage of base salary for the time period in which the NEO serves in the applicable position. The 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.
2 Mr. Tarry’s PS award was increased to 157.5% for the period beginning January 1, 2025 and his RSA award was increased to 67.5% under both the 2023 LTIP and the 2024 LTIP.
3 Mr. Iverson’s 2023 LTIP and 2024 LTIP were pro-rated based on his hire date of September 16, 2024.


Position	Threshold PS Opportunity1	Target PS Opportunity1	Maximum PS Opportunity1
CEO	101.5%	203%	406%
President and COO2	57.75%	115.5%	231.0%
General Counsel, SVP, Regulatory, and Public Policy3	47.25%	94.5%	189%
SVP	29.75%	59.5%	119%
1 As a percentage of base salary. As discussed under Overview - LTIP Performance for 2022-2024 under the 2022 LTIP on page 37, this table represents the PS portion of the 2022 LTIP award opportunities. As discussed in 2025 Compensation Actions beginning on page 49, RSAs were granted under the 2025 LTIP. Such award opportunities were determined based on the NEOs' respective positions and base salaries.
2 Due to Mr. Tarry’s promotion to President and COO, PS award opportunity increased from 105% to 115.5% for period beginning after May 20, 2022, which increased the target opportunity to 165%.
3 Pro-rated based on his hire date of September 16, 2024.


NEO	Holding Requirement as a multiple of base salary*	Actual Holdings as a multiple of base salary*
P. K. Collawn	5X	36.3X
J. D. Tarry	3X	4.1X
E. A. Eden	3X	2.6X
B. G. Iverson	3X	0.9X
* Based on 12/31/2024 closing price on the NYSE of $49.17 and the NEO’s 2024 base salary.


(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)
Patricia K. Collawn, Chair and CEO	2024	1,146,848	—	2,720,925	—	1,352,483	—	405,919	5,626,175
	2023	1,071,821	375,000	3,998,365	—	1,802,142	—	423,505	7,670,833
	2022	1,005,880	—	2,460,988	—	1,497,107	—	1,632,600	6,596,575
Joseph D. Tarry, President and COO (6)	2024	577,352	—	1,600,674	—	539,684	8	186,659	2,904,377
	2023	532,192	250,000	833,200	—	544,673	1,553	166,902	2,328,520
	2022	480,717	—	517,195	—	439,013	—	149,674	1,586,599
Elisabeth A. Eden, SVP & Chief Financial Officer (7)	2024	430,475	70,000	294,022	—	284,125	—	161,199	1,239,821
	2023	395,192	70,000	318,702	—	346,680	—	142,416	1,272,990
	2022	354,716	—	201,430	—	260,250	—	118,524	934,920
Brian G. Iverson, General Counsel, SVP, Regulatory & Public Policy (8)	2024	121,154	184,696	658,174	—	93,011	—	18,763	1,075,798
Patrick V. Apodaca SVP, General Counsel and Secretary (9)	2024	341,716	—	302,620	—	179,267	—	135,442	959,045
	2023	408,445	125,000	683,915	—	327,083	—	144,539	1,688,982
	2022	389,826	—	286,165	—	276,895	—	113,630	1,066,516


Name			Grant Date Fair Value of Actual RSA, Maximum PS Awards ($)
P. K. Collawn			4,607,478
J. D. Tarry			2,262,858
E. A. Eden			497,916
B. G. Iverson			930,546
P. V. Apodaca			512,454


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	6,924	1,445	39,950	48,300	302,590	5,181	1,529	405,919
J. D. Tarry	960	1,445	39,689	43,125	97,867	3,573	—	186,659
E. A. Eden	960	1,445	33,895	46,000	72,692	6,207	—	161,199
B. G. Iverson	222	—	16,810	1,731	—	—	—	18,763
P. V. Apodaca	1,332	1,111	34,865	46,000	52,134	—	—	135,442
(a) Reflects the amounts received by the NEOs under the ECP (described in the Glossary of Terms Used in this Proxy) and the value of the Officer’s financial planning benefit. (b) Amounts are reflected in column (c) of the 2024 Non-Qualified Deferred Compensation table on page 62. (c) The Company paid for executive physicals as part of the Annual Executive Physical Program.


		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	AIP 2/29/2024	669,546	1,339,092	2,678,184	—	—	—	—	—	—	—
	PS 3/1/2024	—	—	—	30,015	60,031	120,062	—	—	—	1,886,553
	RSA 3/1/2024	—	—	—	—	—	—	25,727	—	—	834,372
J. D. Tarry	AIP 2/29/2024	267,170	534,341	1,068,682	—	—	—	—	—	—	—
	PS 3/1/2024	—	—	—	10,534	21,070	42,141	—	—	—	662,152
	RET 5/3/2024	—	—	—	—	—	—	19,851	—	—	702,808
	RSA 3/1/2024	—	—	—	—	—	—	7,268	—	—	235,714
E. A. Eden	AIP 2/29/2024	140,656	281,311	562,623	—	—	—	—	—	—	—
	PS 3/1/2024	—	—	—	3,243	6,487	12,975	—	—	—	203,862
	RSA 3/1/2024	—	—	—	—	—	—	2,780	—	—	90,160
B. G. Iverson	AIP 2/29/2024	46,045	92,090	184,180	—	—	—	—	—	—	—
	PS 9/16/2024	—	—	—	4,333	8,666	17,333	—	—	—	272,340
	SGN 9/16/2024	—	—	—	—	—	—	9,300	—	—	385,834


(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	3/18/2022	—	—	—	—	—	30,263	1,488,032	—	—
	3/1/2022	—	—	—	—	—	5,967	293,397	—	—
	2/28/2023	—	—	—	—	—	12,038	591,908	42,032	2,066,713
	3/1/2024	—	—	—	—	—	25,727	1,264,997	120,062	5,903,449
J. D. Tarry	3/18/2022	—	—	—	—	—	7,336	360,711	—	—
	3/1/2022	—	—	—	—	—	795	39,090	—	—
	2/28/2023	—	—	—	—	—	3,401	167,227	13,313	654,600
	3/1/2024	—	—	—	—	—	7,268	357,368	42,141	2,072,073
	5/3/2024	—	—	—	—	—	13,234	650,716	—	—
E. A. Eden	3/18/2022	—	—	—	—	—	2,756	135,513	—	—
	3/1/2022	—	—	—	—	—	357	17,554	—	—
	2/28/2023	—	—	—	—	—	1,301	63,970	4,542	223,330
	3/1/2024	—	—	—	—	—	2,780	136,693	12,975	637,981
B. G. Iverson	9/16/2024	—	—	—	—	—	545	26,798	—	—
	9/16/2024	—	—	—	—	—	—	—	3,607	177,356
	9/16/2024	—	—	—	—	—	—	—	17,333	852,264
	9/16/2024	—	—	—	—	—	4,650	228,641	—	—
P. V. Apodaca	3/18/2022	—	—	—	—	—	3,174	156,066	—	—
	3/1/2022	—	—	—	—	—	720	35,402	—	—
	2/28/2023	—	—	—	—	—	1,364	67,068	2,779	136,643
	3/1/2024	—	—	—	—	—	2,861	140,675	—	—


Fund Name			Rate of Return - 2024 %
Acadian All Country World exUS Equity CIT F			13.80%
Vanguard Cash Reserves Federal Money Market Fund Admiral			5.24%
Vanguard Institutional Index Fund			24.99%
Vanguard Institutional Target Retirement 2020 Fund			7.79%
Vanguard Institutional Target Retirement 2025 Fund			9.46%
Vanguard Institutional Target Retirement 2030 Fund			10.63%
Vanguard Institutional Target Retirement 2035 Fund			11.73%
Vanguard Institutional Target Retirement 2040 Fund			12.81%
Vanguard Institutional Target Retirement 2045 Fund			13.83%
Vanguard Institutional Target Retirement 2050 Fund			14.66%
Vanguard Institutional Target Retirement 2055 Fund			14.64%
Vanguard Institutional Target Retirement 2060 Fund			14.63%
Vanguard Institutional Target Retirement 2065 Fund			14.60%
Vanguard Institutional Target Retirement 2070 Fund			14.62%
Vanguard Target Retirement Income Trust II			6.63%
JPMorgan Large Cap Growth R6			34.33%
Metropolitan West Total Return Bond Fund P Class			1.12%
TXNM Energy, Inc. Common Stock Fund (TXNM) *			22.68%
Vanguard Retirement Savings Trust III			2.55%
Victory Integrity Small/Mid-Cap Value Fund; Class Y			9.64%
Vanguard Wellington Fund Admiral Shares			14.86%


Fund Name			Rate of Return - 2024 %
Vanguard Windsor II Fund Admiral Shares			14.29%
PIMCO Inflation Response Multi-Asset Fund Institutional Class			5.49%
Allspring Discovery SMID Cap Growth CIT E1			18.36%
*The PNM Resources, Inc. Common Stock Fund (PNM) was renamed the TXNM Energy, Inc. Common Stock Common Stock Fund (TXNM).


(a)		(b)	(c)	(d)	(e)	(f)
Name		Executive Contributions in Last Fiscal Year (2024) ($)	Company Contributions in Last Fiscal Year (2024) ($)	Aggregate Earnings (Loss) in Last Fiscal Year (2024) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal End (2024) ($)
		(1)	(2)
P. K. Collawn	ESP II	68,811	302,590	1,657,097	—	$	17,472,713
J. D. Tarry	ESP II	67,321	97,867	115,937	—	$	1,196,334
E. A. Eden	ESP II	127,073	72,692	73,400	—	$	991,957
B. G. Iverson	ESP II	—	—	—	—	—
P. V. Apodaca	ESP II	131,392	52,134	332,270	—	$	3,707,472


Name	Matching ($)	Age-Based ($)	Supplemental ($)	Total ($)
			(1)
P. K. Collawn	42,191	260,399	—	302,590
J. D. Tarry	35,705	62,162	—	97,867
E. A. Eden	29,477	43,215	—	72,692
B. G. Iverson	—	—	—	—
P. V. Apodaca	20,938	31,196	—	52,134


Benefits and Payments	Voluntary Termination by Executive ($)	Termination for Cause ($)	Disability ($)	Death ($)	Constructive or without Cause Termination due to Change in Control ($)	Retirement ($)	Impaction ($)
						(1)	(2)
P. K. Collawn
AIP (3)	1,352,483	—	1,352,483	1,352,483	1,339,092	1,352,483	1,352,483
Restricted Stock Rights (4)	2,150,302	—	2,150,302	2,150,302	2,150,302	2,150,302	2,150,302
2022-2024 Performance Shares (5)	1,488,032	—	1,488,032	1,488,032	1,488,032	1,488,032	1,488,032
2023-2025 Performance Shares (6)	454,675	—	454,675	454,675	681,988	454,675	454,675
2024-2026 Performance Shares (7)	—	—	—	—	3,394,451	—	—
Health and Welfare Benefits	—	—	—	—	55,293	—	19,870
Life Insurance Proceeds (12)	—	—	—	1,400,000	—	—	—
Cash Severance (8) (9)	—	—	—	—	7,532,532	—	1,752,240
Legal Fees (10) and Outplacement Services (11)	—	—	—	—	20,000	—	58,221
Total P. K. Collawn	5,445,492	—	5,445,492	6,845,492	16,661,690	5,445,492	7,275,823
J. D. Tarry
AIP (3)	539,684	—	539,684	539,684	534,341	539,684	539,684
Restricted Stock Rights (4)	563,685	—	563,685	563,685	563,685	563,685	563,685
2022-2024 Performance Shares (5)	360,711	—	360,711	360,711	360,711	360,711	360,711
2023-2025 Performance Shares (6)	143,970	—	143,970	143,970	216,004	143,970	143,970
2024-2026 Performance Shares (7)	—	—	—	—	1,191,389	—	—
Retention Grant (14)	—	—	650,716	650,716	650,716	—	650,716
Health and Welfare Benefits	—	—	—	—	51,279	—	24,680
Life Insurance Proceeds (12)	—	—	—	400,000	—	—	—
Cash Severance (8) (9)	—	—	—	—	3,528,825	—	1,244,351
Legal Fees (10) and Outplacement Services (11)	—	—	—	—	20,000	—	36,250
Total J. D. Tarry	1,608,050	—	2,258,766	2,658,766	7,116,950	1,608,050	3,564,047
E. A. Eden (13)
AIP (3)	284,125	—	284,125	284,125	281,311	284,125	284,125
Restricted Stock Rights (4)	218,217	—	218,217	218,217	218,217	218,217	218,217
2022-2024 Performance Shares (5)	135,513	—	135,513	135,513	135,513	135,513	135,513
2023-2025 Performance Shares (6)	49,121	—	49,121	49,121	73,657	49,121	49,121
2024-2026 Performance Shares (7)	—	—	—	—	366,808	—	—


					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO	Average Summary Compensation Table Total for Non-PEO Named Executive Officers	Average Compensation Actually Paid to Non-PEO Named Executive Officers	Total Shareholder Return	Peer Group Total Shareholder Return	Net Earnings (In thousands)	Incentive EPS
	($)	($)	($)	($)	($)	($)	($)	($)
	(1)	(2)	(3)(4)	(2)(3)	(5)	(6)	(7)	(8)
2024	5,626,175	5,103,842	1,544,760	1,515,875	113	127	258,722	2.74
2023	7,670,833	4,903,568	1,495,372	1,071,031	92	107	106,879	2.82
2022	6,596,575	7,807,506	1,547,874	1,607,675	105	117	185,180	2.69
2021	5,594,739	4,294,466	1,188,098	930,313	95	116	211,847	2.45
2020	7,837,411	10,571,654	1,435,144	1,823,253	98	99	187,316	2.28