Txnm Energy Inc PRE 14A, filed Apr 12, 2024

Txnm Energy Inc (TXNM)

PRE 14A 2024-04-12 For: 2023-12-31

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DATE AND TIME:			Tuesday, June 4, 2024, at 9:00 a.m. Mountain Time (Meeting Room doors open at 8:15 a.m.)
PLACE:			PNM Resources, Inc. Corporate Headquarters - 4th Floor 414 Silver Avenue SW Albuquerque, New Mexico 87102
WHO CAN VOTE:			You may vote if you were a shareholder of record as of the close of business on April 15, 2024.
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 2024. (3) Approve, on an advisory basis, the compensation of our named executive officers. (4) Approve an Amendment to our Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock. (5) Approve an Amendment to our Restated Articles of Incorporation to Change Our Name to TXNM Energy, Inc. (6) Consider any other business properly presented at the meeting.
VOTING:			On [April XX, 2024], 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 78 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 JUNE 4, 2024: This Notice of Annual Meeting; our 2024 proxy statement; our 2023 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.pnmresources.com/asm/annual-proxy.cfm. You are receiving these proxy materials in connection with the solicitation by the Board of Directors of PNM Resources, Inc. of proxies to be voted on at the PNM Resources, Inc. 2024 Annual Meeting of Shareholders. Please vote on the proposals described in this proxy statement. Thank you for investing in PNM Resources, Inc.


			Notice of 202 4 Annual Meeting of Shareholders
			Table of Contents
ii			Glossary
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 as Independent Registered Public Account ing Firm for 202 4
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			P roposal 4: Approve an Amendment to our Restated Articles of Incorporation to Increase the Number of Authorized S hares of Common Stock
38			Proposal 5: Approve an Amendment to our Restated Articles of Incorporation to Change Our Name to TXNM Energy, Inc.
39			Executive Compensation
39			Compensation Discussion and Analysis
39			Overview
43			Executive Compensation Practices & Results
45			Elements of Executive Compensation
50			Administration and Resources
52			2024 Compensation Actions
53			Additional Information
55			Compensation and Human Capital Committee Report
56			202 3 NEO Compensation Information
77			Equity Compensation Plan Information
78			Questions and Answers About the Annual Meeting and Voting
A-1			Appendix A


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 June 4, 2024
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 39
CEO			Chief Executive Officer
CFO			Chief Financial Officer
COO			Chief Operating Officer
Compensation and HC Committee			Compensation and Human Capital 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, 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 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
Exchange Act			Securities Exchange Act of 1934, as amended
FASB ASC Topic 718			Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation - Stock Compensation)


FFO/Debt Ratio			Non-GAAP performance measure calculated for the purpose of determining certain long-term equity awards, as described in the CD&A. For the 2021 LTIP, as amended, 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 for the fiscal year ended December 31, 2023 (as reflected on the Consolidated Statement of Cash Flows as reported in the Company's Form 10-K) adjusted by the following items: (1) including amounts attributable to principal payments on imputed debt from long-term leases, (2) excluding changes in 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. For the 2023 LTIP, equals PNMR’s funds from operations for the fiscal year ending December 31, 2025, 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, 2025. Funds from operations are equal to the amount of PNMR’s net cash flow from operating activities for the fiscal year ended December 31, 2025 (as reflected on the Consolidated Statement of Cash Flows as reported in the Company's Form 10-K) adjusted by the following items: (1) including amounts attributable to principal payments on imputed debt from long-term leases, (2) excluding changes in 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) impacts of acquisition activities. The calculation is intended to be consistent with “CFO Pre-WC/Debt” and includes any other adjustments to be consistent with Moody’s methodology as of February 27, 2023. The FFO/Debt Ratio levels are not necessarily identical to any earnings outlook or guidance that may be announced by the Company and are designed to ensure that award payments are not artificially inflated or deflated.
Finance Committee			Finance Committee of the Board
GAAP			Generally Accepted Accounting Principles in the United States of America
GPBA Table			Grants of Plan Based Awards Table beginning on page 61
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. For 2023, Incentive EPS of $2.82 equals net earnings attributable to PNMR per common stock share for the fiscal year ended December 31, 2023 (as reported in the Company’s Form 10-K) of $1.02 adjusted to exclude: (1) $(0.29) per share attributable to the net change in unrealized gains and losses on investment securities; (2) $2.09 per share attributable to regulatory disallowances and restructuring costs; (3) $0.02 per share attributable to pension expense related to previously disposed of gas distribution business; (4) $(0.01) per share attributable to Merger related costs; and (5) $(0.01) per share attributable to San Juan Generating Station retirement income tax adjustments
KPMG			KPMG LLP, the Company’s 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 a Merger Agreement with Avangrid, pursuant to which a wholly-owned subsidiary of Avangrid would have merged with and into the Company. On December 31, 2023, Avangrid informed the Company that it was terminating the Merger Agreement and, accordingly, the Merger was not consummated
Moody’s			Moody’s Investors Service, Inc.
NEO(s) or named executive officer(s)			Named executive officers of 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 HC Committee and the Nominating Committee
PEP			A general reference to the applicable form of the Company’s performance equity plan, which covers incentive compensation awards to certain employees and non-employee directors
PNM			Public Service Company of New Mexico, a regulated electric utility operating in New Mexico, and a subsidiary of 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 52
PS or PS awards			Performance share award
Retention Plan			PNM Resources, Inc. Officer Retention Plan
RSA or RS awards			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
Say-on-Pay			PNM Resources shareholders’ advisory vote on executive compensation
SCT			Summary Compensation Table beginning on page 56
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
TDC or Total Direct Compensation			Total direct compensation, which consists of base salary, short-term cash incentives, and long-term incentives (equity grants, performance-based grants)
TNMP			Texas-New Mexico Power Company, a regulated electric distribution and transmission utility operating in Texas and an indirect wholly-owned subsidiary of PNMR


			PNM Resources, Inc. 414 Silver Ave. SW Albuquerque, NM 87102-3289 www.pnmresources.com


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
WTW			Willis Towers Watson US LLC
2023 Benchmark Data			The compensation data from companies included in (i) the PNMR Peer Group and (ii) the WTW 2022 General Industry Executive 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 2023 Benchmark Data for the WTW 2022 General Industry Executive Database are listed in Appendix A
2024 Benchmark Data			The compensation data from companies included in (i) the PNMR Peer Group and (ii) the WTW 2023 General Industry Executive 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 2024 Benchmark Data for the WTW 2023 General Industry Executive Survey Report - U.S. will be listed in an appendix in the 2025 proxy statement of PNM Resources, Inc.


Date and Time:			June 4, 2024, 9:00 a.m. Mountain Time (Meeting Room doors open at 8:15 a.m.)
Place:			PNM Resources, Inc. Corporate Headquarters - 4th Floor 414 Silver Avenue SW Albuquerque, New Mexico 87102 (map to meeting location included on back of this proxy statement)
Record Date:			April 15, 2024
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:			You can attend and cast your vote at the Annual Meeting if the shares are registered in your name. 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 82. 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 82.


	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 as our independent registered public accounting firm for 2024	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.
Proposal 4: Approve an amendment to our Restated Articles of Incorporation to increase the number of authorized shares of common stock	FOR	36-37
Increasing the number of authorized shares will give the Company greater flexibility in considering and planning for future business needs.
Proposal 5: Approve an amendment to our Restated Articles of Incorporation to change our name to TXNM Energy, Inc.	FOR	38
This new name reflects the evolution of the Company and changing composition of our business footprint, and better aligns us with stated growth plans


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


9 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 2023 AIP
60% Incentive EPS	20% Customer Satisfaction	20% Reliability

Long-Term Incentive Performance Shares under 2023 LTIP
50% Earnings Growth 50% FFO/Debt


Audit Committee			Finance Committee
E. R. Conley A. J. Fohrer* S. M. Gutierrez D. K. Schwanz***			N. P. Becker** J. A. Hughes M. T. Mullarkey* D. K. Schwanz***
Compensation and HC Committee			Nominating Committee
V. A. Bailey N. P. Becker** E. R. Conley* M. T. Mullarkey			V. A. Bailey* A. J. Fohrer J. A. Hughes S. M. Gutierrez
Committee Chairs confirmed on February 29, 2024 Lead Independent Director **Mr. Schwanz is not standing for re-election and will serve on these committees until he retires from the Board as of the Annual Meeting on June 4, 2024.


Membership:			Four independent, non-employee directors in 2023
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.pnmresources.com/esg-commitment/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 2023 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.


Annual Retainer (Cash and Equity):			$100,000 in cash paid in quarterly installments Restricted stock rights(1) with a market value of $130,000(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	115,000	130,000	—	—	—	—	245,000
N. P. Becker	130,000	130,000	—	—	—	—	260,000
E. R. Conley	115,000	130,000	—	—	—	—	245,000
A. J. Fohrer	115,000	130,000	—	—	—	—	245,000
S. M. Gutierrez	100,000	130,000	—	—	—	—	230,000
J. A. Hughes	100,000	130,000	—	—	—	—	230,000
M. T. Mullarkey	115,000	130,000	—	—	—	—	245,000
D. K. Schwanz	100,000	130,000	—	—	—	—	230,000
(1) Patricia K. Collawn does not receive any director compensation because she is our CEO.


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	11,080,361	—	—	11,257,732	—	11,257,732	13.1%
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 192355	—	109,361	—	9,144,749	186,181	9,330,930	10.87%
(1) As reported on Schedule 13G/A filed January 23, 2024 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 13, 2024 with the SEC by The Vanguard Group.


Steven Maestas Age 60 CEO, Maestas Development Group Independent Director Nominee	Mr. Maestas is a resident of Albuquerque, New Mexico. He 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 quality 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 57 President and CEO, CHRISTUS St. Vincent Health Systems Independent Director Nominee	Ms. Montoya is a resident of Santa Fe, New Mexico. She 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 and the American Hospital Association Regional Policy Board Region 8. She is also a board member of the Santa Fe Opera. Ms. Montoya received a B.A. and MBA 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 Resources


(2) The following table provides additional information about fees earned or paid in cash to non-employee directors in 2023:
	Name	Annual Retainer ($)	Committee Chair Fee ($)	Board Meeting Fees ($)	Lead Independent Director Fee ($)	Total ($)
	V. A. Bailey	100,000	15,000	—	—	115,000
	N. P. Becker	100,000		—	30,000	130,000
	E. R. Conley	100,000	15,000	—	—	115,000
	A. J. Fohrer	100,000	15,000	—	—	115,000
	S. M. Gutierrez	100,000	—	—	—	100,000
	J. A. Hughes	100,000	—	—	—	100,000
	M. T. Mullarkey	100,000	15,000	—	—	115,000
	D. K. Schwanz	100,000	—	—	—	100,000

(3) Represents the grant date fair value of $48.15 per restricted stock right calculated in accordance with FASB ASC Topic 718 of the 2,700 restricted stock rights awarded under the PEP to each non-employee director on May 9, 2023. The assumptions used in determining the grant date fair value of restricted stock rights are set forth in Note 12 of the consolidated financial statements in PNMR’s Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, the non-employee directors listed on the table above had 2,700 outstanding restricted stock rights that will vest in May 2024. 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	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	10,525	2,700	13,225	*	—
Norman P. Becker	21,410	2,700	24,110	*	—
E. Renae Conley	22,725	—	22,725	*	8,254
Alan J. Fohrer	24,021	2,700	26,721	*	7,686
Sidney M. Gutierrez	20,443	2,700	23,143	*	—
James A. Hughes	8,307	2,700	11,007	*	2,218
Maureen T. Mullarkey	15,109	2,700	17,809	*	7,686
Donald K. Schwanz	46,675	2,700	49,375	*	—
NEOs:
Patricia K. Collawn	707,077	161,728	868,805	*	—
Joseph D. Tarry	31,554	11,464	43,018	*	—
Patrick A. Apodaca	90,570	13,867	104,437	*	—
Elisabeth A. Eden	19,387	4,438	23,825	*	—
Ronald N. Darnell 1	42,658	3,390	46,048	*	—
Directors and Executive Officers as a Group (12 persons)	1,017,803	210,397	1,228,200	1.36%	25,844
*Less than 1% of PNMR outstanding shares of common stock. 1 Mr. Darnell is not included under the “group” ownership reporting as he is not a current executive officer. (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 restricted stock awards, and (3) the number of shares that executive officers have a right to acquire through the Executive Savings Plan II upon the participant’s termination of employment. As of February 16, 2024, the number of shares reported in this column include the following Executive Savings Plan II share rights held by PNMR’s named executive officer: P. K. Collawn - 91,230. (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 April 15, 2024. PNMR has provided this information to provide a more complete picture of the financial stake that its directors have in PNMR.


Fees	Fiscal Year Ended (in thousands) ($)
	2023	2022
Audit Fees	2,546	2,452
Audit-related Fees	802	525
Tax Fees	—	—
All Other Fees	—	—
Total Fees	3,348	2,977
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 financing arrangements, the previously proposed Merger that has since been terminated, 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.


			Number of Shares of Common Stock
Total Authorized Shares of Common Stock			120,000,000
Less: Issued and Outstanding Shares of Common Stock			90,200,384
Shares of Common Stock Available for Future Issuance			29,799,616
Shares of Common Stock Reserved for Future Issuance
PNM Resources, Inc. 2014 Performance Equity Plan			2,117,538
PNM Resources, Inc. 2023 Performance Equity Plan			2,442,712
PNM Resources, Inc. Executive Savings Plan II			37,039
PNM Resources, Inc. Retirement Savings Plan			135,245
Total Shares of Common Stock Reserved for Future Issuance			4,732,534
Shares Available for Future Issuance, Less Reserved Shares			25,067,082


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 of two-times the target bonus amount	•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


NEO	2022 Base Salary	2023 Base Salary
Patricia K. Collawn	$1,017,056	$1,088,250
Joseph D. Tarry	$505,000	$540,350
Patrick V. Apodaca	$393,317	$412,983
Elisabeth A. Eden	$375,000	$401,250
Ronald N. Darnell	$320,762	$336,801


Position	2022 Target Opportunity1	2023 Target Opportunity1
Patricia K. Collawn	115%	115%
Joseph D. Tarry	70%	70%
Patrick V. Apodaca	55%	55%
Elisabeth A. Eden	60%	60%
Ronald N. Darnell	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.


	2022 LTIP			2023 LTIP
Position	Total Target Opportunity1	PS	RSA	Total Target Opportunity1	PS	RSA
Patricia K. Collawn	290%	203%	87%	290%	203%	87%
Joseph D. Tarry2	165%2	115.5%	49.5%	165%	115.5%	49.5%
Patrick V. Apodaca	85%	59.5%	25.5%	85%	59.5%	25.5%
Elisabeth A. Eden3	85%3	59.5%	25.5%	85%	59.5%	25.5%
Ronald N. Darnell	85%	59.5%	25.5%	85%	59.5%	25.5%
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 Effective May 21, 2022, Mr. Tarry was promoted to President and COO of the Company from his prior position as SVP and CFO. In connection with his promotion, Mr. Tarry’s target award opportunity under the 2022 LTIP increased from 150% to 165%. Such increases are only applicable for the portion of 2022 during which he served as President and COO. 3 Effective May 21, 2022, Ms. Eden was promoted to SVP, CFO and Treasurer of the Company from her prior position as Vice President and Treasurer. In connection with her promotion, Ms. Eden’s target award opportunity under the 2022 LTIP increased from 50% to 85%, applicable for the portion of the year during which she served as SVP, CFO and Treasurer.


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 Energy Group, Inc. *	Southwest Gas Holdings, Inc.
Hawaiian Electric Industries, Inc.	OGE Energy Corporation
* NorthWestern Corporation changed their name to NorthWestern Energy Group in connection with their transition to a holding company structure


NEO	Holding Requirement as a multiple of base salary*	Actual Holdings as a multiple of base salary*
P. K. Collawn	5X	31.5X
J. D. Tarry	3X	2.5X
P. V. Apodaca	3X	10.0X
E. A. Eden	3X	2.0X
R. N. Darnell	3X	5.7X
* Based on 12/29/2023 closing price on the NYSE of $41.60 and the NEO’s 2023 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 (6)	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
	2021	957,981	740,000	2,461,055	—	—	—	1,435,703	5,594,739
Joseph D. Tarry, President and COO (6)	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
	2021	409,231	—	310,485	—	370,139	—	92,519	1,182,374
Patrick V. Apodaca SVP, General Counsel and Secretary (6)	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
	2021	375,648	140,000	300,001	—	—	—	91,463	907,112
Elisabeth A. Eden, SVP, CFO and Treasurer (7)	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
Ronald N. Darnell, Former SVP, Public Policy (8)	2023	201,833	—	272,612	—	141,777	—	74,773	690,995
	2022	318,259	—	234,486	—	225,817	—	123,481	902,043
	2021	308,171	—	246,984	—	274,430	—	159,065	988,650


Name			Grant Date Fair Value of Actual RSA, Maximum PS Awards ($)
P. K. Collawn			6,062,977
J. D. Tarry			1,416,451
P. V. Apodaca			917,923
E. A. Eden			541,805
R. N. Darnell			463,443


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	3,598	1,445	39,395	46,200	326,295	4,585	1,987	423,505
J. D. Tarry	960	1,445	39,395	41,250	80,537	3,315	—	166,902
P. V. Apodaca	3,262	1,445	34,395	43,500	57,937	4,000	—	144,539
E. A. Eden	960	1,445	33,866	43,500	56,772	5,873	—	142,416
R. N. Darnell	2,093	833	18,000	43,500	10,347	—	—	74,773
(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 2023 Non-Qualified Deferred Compensation table on page 67. The amounts in this column include legacy supplemental contributions to Ms. Collawn, which were made in 2023. (c) The Company paid for executive physicals as part of the Annual Executive Physical Program.


Position	Threshold Opportunity*	Target Opportunity*	Maximum Opportunity*
CEO	188.50%	290%	493.0%
President and COO	107.25%	165%	280.5%
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, 87%; President and COO, 49.50%; 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	AIP 2/28/2023	625,744	1,251,488	2,502,975	—	—	—	—	—	—	—
	PS 2/27/2023	—	—	—	21,016	42,032	84,064	—	—	—	2,064,612
	RSA 2/28/2023	—	—	—	—	—	—	18,057	—	—	884,793
	RET 12/5/2023	—	—	—	—	—	—	26,766	—	—	1,048,960
J. D. Tarry	AIP 2/28/2023	189,123	378,245	756,490	—	—	—	—	—	—	—
	PS 2/27/2023	—	—	—	5,937	11,874	23,748	—	—	—	583,251
	RSA 2/28/2023	—	—	—	—	—	—	5,101	—	—	249,949
P. V. Apodaca	AIP 2/28/2023	113,570	227,141	454,282	—	—	—	—	—	—	—
	PS 2/27/2023	—	—	—	2,382	4,764	9,528	—	—	—	234,008
	RSA 2/28/2023	—	—	—	—	—	—	2,046	—	—	100,254
	RET 12/5/2023	—	—	—	—	—	—	8,922	—	—	349,653


(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	3/5/2021	—	—	—	—	—	44,624	1,856,358	—	—
	3/5/2021	—	—	—	—	—	4,863	202,301	—	—
	3/1/2022	—	—	—	—	—	11,934	496,454	42,625	1,773,200
	2/28/2023	—	—	—	—	—	18,057	751,171	21,016	874,266
	12/5/2023						26,766	1,113,466	—	—
J. D. Tarry	3/5/2021	—	—	—	—	—	8,064	335,462	—	—
	3/5/2021	—	—	—	—	—	681	28,330	—	—
	3/1/2022	—	—	—	—	—	1,592	66,227	10,333	429,853
	2/28/2023	—	—	—	—	—	5,101	212,202	5,937	246,979
P. V. Apodaca	3/5/2021	—	—	—	—	—	5,205	216,528	—	—
	3/5/2021	—	—	—	—	—	658	27,373	—	—
	3/1/2022	—	—	—	—	—	1,440	59,904	4,878	202,925
	2/28/2023	—	—	—	—	—	2,046	85,114	2,382	99,091
	12/5/2023						8,922	371,155	—	—
E. A. Eden	3/5/2021	—	—	—	—	—	3,540	147,264	—	—
	3/5/2021	—	—	—	—	—	326	13,562	—	—
	3/1/2022	—	—	—	—	—	715	29,744	3,882	161,491
	2/28/2023	—	—	—	—	—	1,951	81,162	2,271	94,474
R. N. Darnell	3/5/2021	—	—	—	—	—	3,571	148,554	—	—
	3/5/2021	—	—	—	—	—	541	22,506	—	—
	3/1/2022	—	—	—	—	—	1,180	49,088	3,997	166,275
	2/28/2023	—	—	—	—	—	1,669	69,430	2,039	84,822


Fund Name			Rate of Return - 2023 %
Acadian All Country World exUS Equity CIT F			17.02%
Vanguard Cash Reserves Federal Money Market Fund Admiral			5.10%
Vanguard Institutional Index Fund			26.26%
Vanguard Institutional Target Retirement 2020 Fund			12.52%
Vanguard Institutional Target Retirement 2025 Fund			14.56%
Vanguard Institutional Target Retirement 2030 Fund			16.03%
Vanguard Institutional Target Retirement 2035 Fund			17.20%
Vanguard Institutional Target Retirement 2040 Fund			18.37%
Vanguard Institutional Target Retirement 2045 Fund			19.53%
Vanguard Institutional Target Retirement 2050 Fund			20.22%
Vanguard Institutional Target Retirement 2055 Fund			20.23%
Vanguard Institutional Target Retirement 2060 Fund			20.23%
Vanguard Institutional Target Retirement 2065 Fund			20.24%
Vanguard Institutional Target Retirement 2070 Fund			20.23%
Vanguard Target Retirement Income Trust II			10.70%
JPMorgan Large Cap Growth R6			34.95%
Metropolitan West Total Return Bond Fund P Class			6.07%
PNM Resources, Inc. Common Stock Fund (PNM)			(11.90)%
Vanguard Retirement Savings Trust III			2.52%
Victory Integrity Small/Mid-Cap Value Fund; Class Y			14.49%
Vanguard Wellington Fund Admiral Shares			14.43%


Fund Name			Rate of Return - 2023 %
Vanguard Windsor II Fund Admiral Shares			21.07%
PIMCO Inflation Response Multi-Asset Fund Institutional Class *			6.50%
Allspring Discovery SMID Cap Growth CIT E1 **			20.58%


(a)		(b)	(c)	(d)	(e)	(f)
Name		Executive Contributions in Last Fiscal Year (2023) ($)	Company Contributions in Last Fiscal Year (2023) ($)	Aggregate Earnings (Loss) in Last Fiscal Year (2023) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal End (2023) ($)
		(1)	(2)
P. K. Collawn	ESP II	86,809	326,295	614,774	—	15,444,215
J. D. Tarry	ESP II	73,272	80,537	97,101	—	915,208
P. V. Apodaca	ESP II	148,223	57,937	410,221	—	3,191,676
E. A. Eden	ESP II	95,804	56,772	80,189	—	718,792
R. N. Darnell	ESP II	24,441	10,347	66,648	—	1,104,375