UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Portland General Electric Company

(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):

To our shareholders,

2019 marked a year of focus

on strategic initiatives and transformation.

March 12, 2020

Portland, Oregon

Dear Shareholders,

On behalf of the Board of Directors, we are pleased to announce that Portland General Electric’s 2020 Annual Meeting of Shareholders will be held on Wednesday, April 22, 2020.

This year’s meeting will focus on our core business strategies to decarbonize, electrify and perform. We will discuss key initiatives, innovative partnerships, and capital investments focused on strengthening resiliency and building a clean, integrated grid. At the center of this work is the Integrated Operations Center, which we began constructing in late 2019; our first-of-its-kind Smart Grid Test Bed; and collaboration with TriMet, Oregon’s largest mass transit provider, on a bus line fully powered by wind energy.

The Annual Meeting also will be a chance for shareholders to learn more about our opportunities for the year ahead, including:

Your vote is important. Only holders of record of PGE common stock at the close of business on Friday, February 28, 2020 are entitled to vote at the meeting. It is advisable to vote your shares before the April 22 meeting date. For instructions on how to cast your vote, please refer to pages 66-69 of the Proxy Statement.

Thank you for your interest in PGE. We look forward to your participation in the 2020 Annual Meeting of Shareholders in Portland, Oregon.

Cordially,

		Jack E. Davis Chair						Maria M. Pope President and Chief Executive Officer

Notice of 2020 Annual Meeting of Shareholders

ITEMS OF BUSINESS

1. Election to our Board of Directors of the 12 nominees identified in the following Proxy Statement for a term of one year

2. Advisory vote on the compensation of our named executive officers

3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2020

4. Transaction of any other business that may properly come before our 2020 Annual Meeting of Shareholders

Your vote is important to us. Please exercise your shareholder right to vote as soon as possible, regardless of whether you plan to attend the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Nora Arkonovich

Corporate Secretary

Table of Contents

ANNUAL MEETING INFORMATION

Even if you plan to attend the Annual Meeting in person, we encourage you to cast your vote as soon as possible.

HOW TO VOTE

For additional information about our Annual Meeting, see Questions and Answers About the Annual Meeting on pages 66 to 69.

AGENDA AND VOTING RECOMMENDATIONS

BUSINESS OVERVIEW

OUR STRATEGY

At Portland General Electric, we are committed to being a clean energy leader and delivering steady growth and returns to shareholders. We are increasing opportunities for clean and renewable energy, reducing greenhouse gas emissions, and responding to evolving customer expectations. At the same time, we are building an increasingly smart, integrated, and interconnected grid that spans from residential customers to other utilities within the region. We are transforming all aspects of our business from our energy delivery systems and assets to ensuring our workforce becomes more results-oriented and purpose-driven.

From our founding, we’ve proudly delivered affordable, reliable electricity service to all. Our commitment to these values is unwavering. Today, we are doing our part to meet a global need while continuing to earn high marks for customer satisfaction.

Our strategy to be a clean energy leader that delivers shareholder value strives to balance interests, including business transformation, changing customer preferences and our commitment to delivering affordable, reliable electricity service. We will achieve our goal to deliver 100% clean energy to our customers by:

Additional information about how we will execute this strategy can be found in a series of strategy papers at www.PortlandGeneral.com/CleanVision.

OUR FINANCIAL PERFORMANCE

In 2019 we delivered solid financial results while returning significant cash to our shareholders.

BOARD AND GOVERNANCE HIGHLIGHTS

•

Executive sessions of non-management directors at all regular Board meetings

 

•

Shareholder right to act by written consent

 

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Robust director selection process, resulting in a seasoned Board that exhibits diversity in terms of gender, ethnicity, experience, skills and tenure

 

		The board unanimously recommends that shareholders vote “FOR” the election of each of our nominees listed below.

BOARD DIRECTORS AND NOMINEES

AC = Audit Committee | FC = Finance Committee | NC = Nominating and Corporate Governance Committee | CC = Compensation and Human Resources Committee | C = Chair

EXECUTIVE COMPENSATION HIGHLIGHTS

Our Compensation and Human Resources Committee oversees the design of our executive compensation program, the goal of which is to attract and retain highly qualified executives and to provide them with incentives to advance the interests of our stakeholders. Below are some of the highlights of our executive compensation policies and practices.

OUR COMPENSATION BEST PRACTICES

		What we do				What we don’t do
		Performance-based compensation aligned with strategy				No guaranteed tax gross-ups
		Appropriate compensation peer group				No hedging or pledging Company stock
		Annual compensation program risk analysis				No long-term employment contracts
		Independent compensation consultant				No dividends on unvested equity
		Meaningful stock ownership guidelines				No single-trigger change in control payouts
		Robust incentive compensation clawback policy				No excessive dilution

PAY FOR PERFORMANCE

The structure of our annual target direct compensation for our executives reflects our commitment to align pay with performance and the long-term interests of our stakeholders.

Target Direct Compensation—CEO

Target Direct Compensation—Average of Other Named Executive Officers*

*Amounts do not include one-time awards of compensation in connection with Mr. McFarland’s commencement of employment.

INCENTIVE AWARD PROGRAM ENHANCEMENTS

In 2019 we made significant enhancements to our Annual Cash Incentive (ACI) Award Program and our equity-based Long-Term Incentive (LTI) Award Program to strengthen their alignment with our strategic priorities.

LTI Award Program—New Metric Tied to Decarbonization Strategy

For our 2019 LTI Award Program, we introduced a new performance metric specifically tied to our decarbonization strategy. Our Energy Supply Decarbonization metric focuses on achieving carbon reductions in our energy supply portfolio over a three-year period. Meeting this goal should put us on track to achieve our share of the total greenhouse gas emission reduction targets set by the state of Oregon. See page 39 in the Compensation Discussion Analysis section of this Proxy Statement for details.

2019 INCENTIVE AWARD METRICS AT A GLANCE

We have adopted a balanced incentive award program for our named executive officers, which is designed to incentivize the achievement of our short-term and longer-term financial, operating, and strategic goals.

Sustainability, Environment & Social

At Portland General Electric, we are executing our strategy to achieve a clean and reliable energy future. We are taking a holistic approach that balances our commitment to reduce greenhouse gas emissions with core values that define our culture, and high standards of corporate governance to achieve our mission and create value for shareholders, customers and other stakeholders. The benefits of a future powered by clean electricity are real. Our actions in 2019 support our long-term goals, and include:

ADVANCING A SUSTAINABLE ENVIRONMENT

CARING FOR OUR COMMUNITIES

6

Corporate Governance

ROLE OF THE BOARD OF DIRECTORS

Our Board of Directors is elected by our shareholders to oversee management in its operation of the Company. In exercising its fiduciary duties, the Board’s goal is to build long-term value for our shareholders and ensure the vitality of the Company for our customers, employees, and the other individuals, organizations and communities who depend on us.

Key responsibilities of our Board of Directors include:

In the pages that follow we provide information about how our Board fulfills these responsibilities, as well as other important policies and practices of our Board.

CORPORATE GOVERNANCE FRAMEWORK

We are committed to maintaining sound corporate governance policies and practices that promote the long-term interests of our stakeholders. Our Nominating and Corporate Governance Committee regularly reviews our key corporate governance policies to ensure that they reflect evolving best practices and comply with legal and regulatory requirements. The committee refers suggestions for how to improve our governance policies to the full Board for approval.

Highlights of our corporate governance program include:

Strong independent oversight of management

Leadership accountability

Focus on leadership refreshment and quality

Engaged Board oversight of strategy and risk management

LEADERSHIP STRUCTURE

Our Board believes that the Company is best served by maintaining the flexibility to determine its leadership structure based on the evolving needs of the Company. Our Corporate Governance Guidelines call for the appointment of a Board Chair, but permit the Board to appoint any director to serve in this role. The duties of our Board Chair include:

We currently separate the roles of CEO and Board Chair. Jack Davis, our current Board Chair, is independent as defined in the NYSE listing standards and our own Director Independence Standards, which are contained in our Corporate Governance Guidelines. We believe our current leadership structure promotes strong independent Board oversight and management accountability and allows our CEO to focus her time and efforts on establishing our strategic direction and managing the affairs of the Company.

Our Board periodically reviews our leadership structure to determine whether it continues to serve the interests of the Company. Our Corporate Governance Guidelines require the independent directors to appoint a Lead Independent Director if the Board Chair is not independent. The Lead Independent Director’s duties would include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the non-management directors, and facilitating communications among the other members of the Board.

BOARD OVERSIGHT OF STRATEGY

The Board takes an active role in assisting management with the development of the Company’s long-term business strategy. In recent years, our Board has conducted annual offsite Board sessions focused on our strategy. During these sessions, the Board and management discuss the competitive landscape in our industry, emerging technologies, significant business risks and opportunities, and strategic priorities of the Company. These sessions have generally included training provided by outside experts and business leaders on matters of strategic significance to the Company.

Throughout the year, our management team regularly reports to the Board on the execution of our long-term strategic plans, the status of important projects and initiatives, and the key opportunities and risks facing the Company. For more information on our long-term strategy, see page 2 of this Proxy Statement and our 2019 Annual Report.

BOARD OVERSIGHT OF RISK MANAGEMENT

Identifying and managing material risks facing the Company is a core responsibility of our Board, the committees of the Board, and our senior management.

The Board of Directors is responsible for assessing whether management has put in place effective systems to identify, evaluate, and manage the material risks facing the Company. The Board satisfies its oversight function through reporting from management on areas of material risk, including strategic, operational, cybersecurity, environmental, financial, legal, and regulatory risks. In addition, management reports each quarter to the Audit Committee on activities and findings of the Company’s risk management program.

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CORPORATE GOVERNANCE

While the full Board of Directors has ultimate responsibility for oversight of risk management, particularly with regard to strategic risks, each of the standing committees of the Board has been assigned a role in assisting the Board with its oversight responsibilities. Key risk areas overseen by the Board’s committees are shown below:

Management is responsible for day-to-day identification and management of risk. To ensure consistency and comprehensiveness in its approach, the Company has established an Executive Risk Committee to oversee the Company’s risk management programs. One key function of the Executive Risk Committee is to sponsor an annual enterprise-wide risk assessment, the results of which are used to inform the Company’s goals and priorities for the next year. The Company has also established standing executive committees with responsibility for managing risks over defined areas and reporting as appropriate to the Executive Risk Committee or the Audit Committee. These include our Integrated Security, Operations, People, Strategy, and Customer Executive Committees.

BOARD SUCCESSION PLANNING AND RECRUITMENT

Identifying and recommending individuals for appointment or election to our Board is a core responsibility of the Nominating and Corporate Governance Committee (Governance Committee). The committee carries out this responsibility through a year-round process described below:

Evaluation of Board Composition. Each year the Governance Committee evaluates the size and composition of the Board to assess whether they are appropriate in light of the Company’s evolving needs. In making this evaluation, the committee considers the Company’s strategic direction, current director qualifications, the results of Board and committee self-assessments, and legal and

regulatory requirements. The committee also considers whether there may be a need to fill a future Board vacancy in light of our director tenure policy or anticipated dates of retirement. Generally, under our director tenure policy, which is contained in our Corporate Governance Guidelines, candidates elected to the Board before July 25, 2018 will not be nominated for election after age 75, and candidates elected after July 25, 2018 will not be nominated to serve on the Board for more than 12 years.

If the Governance Committee identifies a need to fill a future Board vacancy or add to the mix of skills and qualifications represented on the Board, the committee oversees the director recruitment process described below.

Candidate Recruitment. The Governance Committee identifies new Board candidates through a variety of methods, including the use of third-party search firms, suggestions from current directors, shareholders, or employees, and self-nominations. Our most recently appointed director, Marie Oh Huber, was recommended by a third-party search firm.

Director candidates identified by shareholders are evaluated by the same criteria applied to other director nominees, which are described below. To have a candidate considered by the Governance Committee, a shareholder should submit the recommendation in writing and include the following information:

The recommendation and information described above should be sent to the Chair of the Governance Committee, in care of our Corporate Secretary, at Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204.

Candidate Evaluation. In evaluating director candidates, the Governance Committee seeks to identify individuals who, at a minimum, have the following characteristics:

In addition to evaluating a candidate’s individual qualifications, the Board and the Governance Committee consider how a candidate would contribute to the overall mix of experience, qualifications, skills and other attributes represented on our Board. While the Company has not adopted a formal diversity policy, we believe it is important that the Board exhibit diversity across a variety of parameters, including age, gender, and race.

Recommendation to the Board of Directors. Each year in advance of our Annual Meeting of Shareholders, the Governance Committee recommends a group of nominees to be presented to the shareholders for election to the Board. As appropriate, the committee also recommends candidates for appointment to the Board between annual meetings. Directors who are appointed by the Board between annual meetings stand for election at the next Annual Meeting of Shareholders.

For our 2020 Annual Meeting of Shareholders, the Board selected our 12 director nominees based on their demonstration of the core attributes described above, and the belief that each can make substantial contributions to our Board and Company. See pages 20 to 25 for more information about the backgrounds and qualifications of our nominees.

SENIOR MANAGEMENT SUCCESSION PLANNING

Our Board oversees senior management succession planning and talent development with the assistance of the Governance Committee and the Compensation Committee in an effort to maximize the pool of internal candidates who can assume executive officer positions without undue disruption of the business. In recent years, the full Board has conducted reviews of succession plans for senior management, including a review of the qualifications and development plans of potential internal candidates. Directors also regularly have an opportunity to meet and engage with potential internal senior management successors at Board and committee meetings. In addition, the Compensation Committee regularly conducts more in-depth reviews of development plans for promising management talent.

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CORPORATE GOVERNANCE

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT AND CULTURE

Our Board understands that our people and our culture are critical to our continued success. We seek to attract and retain a talented, motivated, and diverse workforce and to maintain a culture that reflects our core values, our drive for performance, and our commitment to acting with the highest levels of honesty, integrity, and compliance.

BOARD COMMITTEES

Each year our Governance Committee reviews the composition and mandates of our standing committees to ensure that they continue to support the effective execution of the Board’s responsibilities. The Board approves committee and chair assignments at least annually.

The Board has established four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation and Human Resources Committee, and the Finance Committee. Each standing committee has a Board-approved charter, which is reviewed annually by the respective committee and by our Governance Committee. The Board may also establish temporary committees as needed to address specific issues that arise from time to time.

Each Board committee may retain and compensate consultants or other advisors as necessary for it to carry out its duties. To the extent permitted by law and the NYSE listing standards, Board committees may form subcommittees and delegate authority to the subcommittees, or to a committee chair individually.

All of the current members of the Board’s standing committees have been determined by the Board to be independent for purposes of the NYSE corporate governance listing standards and our Director Independence Standards. Directors who serve on the Audit Committee and the Compensation and Human Resources Committee meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under NYSE listing standards.    

Below are brief descriptions of each standing Board committee. For more detailed descriptions, please refer to the committee charters available on our website at https://investors.portlandgeneral.com/corporate-governance.

AUDIT COMMITTEE

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CORPORATE GOVERNANCE

COMPENSATION AND HUMAN RESOURCES COMMITTEE

No Compensation Committee Interlocks

The individuals who served on the Compensation Committee during 2019 were John Ballantine, Rodney Brown, Kirby Dyess, Mark Ganz, Marie Oh Huber, Kathryn Jackson, and Neil Nelson. All members of the committee during 2019 were independent directors and no member was an employee or former employee of the Company or any of its subsidiaries. During 2019, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board, or had any relationship with the Company requiring disclosure under SEC regulations.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

FINANCE COMMITTEE

OTHER GOVERNANCE POLICIES AND PRACTICES

STAKEHOLDER ENGAGEMENT

Executive management and members of our Investor Relations team engage regularly with our shareholders to seek their input on a variety of matters, including our strategy and value proposition, financial and operating performance, corporate governance, executive compensation, environmental sustainability and social policies and practices, and management’s perspective on regulatory and legislative developments. We also communicate with shareholders through a number of routine forums, including quarterly earnings presentations, SEC filings, our Annual Report, the Annual Meeting of Shareholders, and conferences. In addition, our management regularly engages with our other stakeholders, including representatives of local communities and organizations, political bodies, and our regulators. We relay feedback we obtain through these conversations to our Board and its committees and work to ensure that we adequately address the concerns of our stakeholders.

BOARD AND COMMITTEE SELF-ASSESSMENTS

Each year the Board conducts a self-assessment of its performance and effectiveness as well as that of its committees. The Chair of the Governance Committee leads the Board’s assessment process, which requires each director to complete a written evaluation of the performance of both the Board as a whole and, to the extent applicable, the committees on which the director serves. These evaluations are anonymous, except to the extent a director elects otherwise. In addition, at least every two years, the Governance Committee Chair conducts confidential interviews with each of the Board members to solicit additional feedback on Board and committee performance. The results of our directors’ feedback are summarized and provided to all of the Board members and the Chair of the Governance Committee leads a discussion regarding the results with the Governance Committee as well as the full Board.

BOARD MEETINGS

Directors are expected to attend all Board meetings and meetings of committees on which they serve, as well as the Company’s Annual Meeting of Shareholders. While the Board understands that circumstances may arise from time to time that prevent a director from attending a meeting, directors are expected to make these meetings a priority. During 2019, each director attended at least 75% of the meetings of the Board and meetings held by all committees on which the director served, and the directors collectively attended 99% of all Board and Board committee meetings. All of the directors also attended the Company’s 2019 Annual Meeting of Shareholders, with the exception of Dr. Pelton, who was unable to attend due to urgent and unexpected circumstances. There were five meetings of the Board of Directors in 2019.

14

CORPORATE GOVERNANCE

Under our Corporate Governance Guidelines, the non-management directors must meet in executive session without management at least quarterly. The Chair of the Board presides over executive sessions of the non-management directors. In the event that the non-management directors include directors who are not independent under the NYSE listing standards, our Corporate Governance Guidelines require the independent directors to meet separately in executive session at least once a year. There were four executive sessions of the non-management directors in 2019. Throughout 2019, all of our non-management directors were independent under the NYSE listing standards and our Director Independence Standards. Accordingly, the four meetings of our non-management directors in 2019 also constituted meetings of our independent directors.

DETERMINATION OF DIRECTOR INDEPENDENCE

The NYSE corporate governance listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee, and Governance Committee to be independent. Our Corporate Governance Guidelines also require a majority of our directors to be independent. For a director to be considered independent under the NYSE listing standards, the Board must affirmatively determine that the director does not have any direct or indirect material relationship with the Company, including any of the relationships specifically proscribed by the NYSE independence standards.

To assist the Company in determining the independence of Board members and candidates, the Board has adopted Director Independence Standards, which identify types of relationships that could exist between the Company and a director that would prevent the director from being independent. Our Director Independence Standards are contained in our Corporate Governance Guidelines, published on our website at https://investors.portlandgeneral.com/corporate-governance. Our Board considers a director or director nominee independent if he or she meets the criteria for independence in both the NYSE listing standards and our Director Independence Standards. The Board considers all relevant facts and circumstances in making its independence determinations.

During its annual review of director independence in February of 2020, the Board considered whether there were any transactions or relationships between the Company and any director or any member of his or her immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder). As part of its review of director independence, the Board considered Mark Ganz’s position as President and CEO and a director of Cambia Health Solutions, Inc. (Cambia) and Cambia’s business relationship with the Company during the last three fiscal years. PGE and Local Union No. 125 of the International Brotherhood of Electrical Workers have established a trust that is partly funded by PGE to provide health and welfare benefits to employees and retirees who are covered by one of the collective bargaining agreements between PGE and the union. By action of the Board of Trustees that administers the trust, the trust engaged Regence BlueCross BlueShield of Oregon, a subsidiary of Cambia, to provide health products and services. The Board also considered whether there were charitable contributions to not-for-profit organizations for which a director or an immediate family member of a director serves as a board member or executive officer. In addition, the board considered that in the ordinary course of our business we provide electricity to some directors and entities with which they are affiliated on the same terms and conditions as provided to other customers of the Company.

As a result of this review, the Board affirmatively determined that the following directors nominated for election at the 2020 Annual Meeting of Shareholders are independent under the NYSE listing standards and our Director Independence Standards: John Ballantine, Rodney Brown, Jack Davis, Kirby Dyess, Mark Ganz, Marie Oh Huber, Kathryn Jackson, Michael Millegan, Neil Nelson, Lee Pelton and Charles Shivery. The Board determined that Maria Pope is not independent in light of her service as the Company’s President and CEO.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

Our Corporate Governance Guidelines require each non-employee director to own shares of PGE common stock with a value equal to at least five times the value of the annual base cash retainer fee for non-employee directors. Non-employee directors must meet this requirement within five years following the first meeting at which they are elected. All of our directors either meet the stock ownership requirement or are on track to do so by the applicable target date. Our stock ownership policy for executive officers is described on page 47 of this Proxy Statement.

DIRECTOR RESIGNATION POLICY

The Company has adopted a director resignation policy, which is contained in our Corporate Governance Guidelines. Under the policy, any director nominee who fails to receive a majority vote in an uncontested election is expected to tender a resignation within five days following the certification of election results. The Governance Committee will consider the offer of resignation and, within 45 days following the date of the election of directors, recommend to the Board whether to accept or reject the offer of resignation. The

committee will base its decision on factors the committee deems relevant, including the stated reason or reasons why shareholders voted against the director’s reelection and whether the director’s resignation from the Board would be in the best interests of the Company and its shareholders. The Board will act on the committee’s recommendation within 90 days after the date of the shareholders’ meeting at which the election of directors occurred. A director who is required to tender a resignation may not participate in the deliberations or decision regarding the offer of resignation. Within four business days after the Board’s decision with respect to an offer of resignation, the Company will publicly disclose the Board’s decision and, if applicable, reasons for rejecting the offer of resignation, in a Form 8-K filed with the SEC.

TRANSACTIONS WITH RELATED PERSONS

Our Board recognizes that transactions between the Company and certain individuals and entities, including the Company’s directors and officers, may raise questions as to whether those transactions are consistent with the best interests of the Company and its shareholders. Accordingly, the Board has adopted a written Related Person Transactions Policy, which addresses the Company’s policies regarding the review, approval, or ratification of certain transactions between the Company and certain “related persons,” including our directors, executive officers, director nominees, and owners of more than 5% of any class of our voting securities. Under the policy, transactions between the Company and a related person involving more than $120,000 in which the related person has a direct or indirect material interest are not permitted unless the Governance Committee determines that the transaction is not inconsistent with the best interests of the Company and its shareholders. Before entering into such a transaction with the Company, the related person or the business unit leader responsible for the potential transaction is required to provide notice to the General Counsel of the facts and circumstances of the proposed transaction. Certain types of transactions—including executive and director compensation that is required to be disclosed under SEC disclosure rules and the provision of tariff-based utility service—are exempt from the policy.

Our Related Person Transactions Policy supplements and does not supersede other policies that apply to transactions with related persons, such as our Code of Business Ethics and Conduct. Under our Code of Business Ethics and Conduct, our directors, officers, and employees must report any violation of the code or any situation or matters that may be considered to be unethical or a conflict of interest. Any potential conflict of interest under the code involving a director, an executive officer, or our Controller is reviewed by the Audit Committee. Only the Audit Committee may waive such a conflict, which will be promptly disclosed to our shareholders as required by law.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board and the Audit Committee have approved a process for handling communications to the Board and its committees. Shareholders and other interested parties may submit written communications to the Board (including the Chair), a Board committee, or the non-management directors as a group. Communications may include the reporting of concerns related to governance, corporate conduct, business ethics, financial practices, legal issues and accounting or audit matters. Communications should be in writing and addressed to the Board, or any individual director or group or committee of directors by either name or title, and should be sent in care of:

Portland General Electric Company

Attention: Corporate Secretary

121 SW Salmon Street, 1WTC1301

Portland, Oregon 97204

All appropriate communications received from shareholders and other interested parties will be forwarded to the Board, or the specified director, board committee or group of directors, as appropriate.

A full description of our process for handling communications with the Board is published on our website at https://investors.portlandgeneral.com/corporate-governance and is available in print to shareholders, without charge, upon request to Portland General Electric Company at its principal executive offices at 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary.

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CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

The compensation of our non-management directors is determined by the Board of Directors upon a recommendation from the Compensation and Human Resources Committee, which reviews our director compensation program annually, considering factors such as workload and market data. The Company does not pay its management directors for Board service in addition to their regular employee compensation.

The Company offers non-management directors both cash and equity compensation. Cash compensation is provided in the form of annual cash retainers for Board and committee service. Equity is provided in the form of an annual grant of restricted stock units with time-based vesting conditions (RSUs). The Company’s 2019 compensation arrangements, which have not been modified for 2020, are described below.

CASH COMPENSATION

Directors’ cash retainers for Board and committee service are paid quarterly in arrears. We also reimburse certain expenses related to their Board service, including expenses related to attendance at Board and committee meetings.

RSU AWARDS

Under our current equity compensation arrangements, each non-management director receives an annual grant of a number of RSUs determined by dividing $110,000 by the closing price of the Company’s common stock on the grant date, rounding to the nearest whole share. These grants are typically made on or around the date of our Annual Meeting of Shareholders. Directors who join the Board during the year are awarded a pro rata portion of the annual award, based on the number of calendar quarters during which the director served on the Board that year.

Each RSU represents the right to receive one share of the Company’s common stock at a future date. Provided that the director continues to serve on the Board, all of the RSUs will vest on March 31 of the following year. If a director terminates his or her Board service before the normal vesting date for any reason other than for cause, a pro rata portion of the director’s RSUs will vest based on the percentage of the period from April 1, 2019 through March 31, 2020 that the director served on the Board. In addition, if the director experiences a termination effective upon consummation of a change in control of the Company, or experiences a termination following a change in control for any reason other than for cause or resignation, then any RSUs that have not previously vested will immediately vest in full.

Each non-management director is also granted one dividend equivalent right with respect to each RSU he or she is awarded. Each dividend equivalent right represents the right to receive an amount equal to the dividends that are paid on one share of common stock and that have a record date between the grant date and vesting date of the related RSU. The amount payable with respect to a dividend under a dividend equivalent right is paid in a number of shares of common stock determined by using the NYSE closing price of the Company’s common stock as of the payment date for such dividend (or in a case where the final vesting date of the related RSU falls between a dividend record date and the related payment date, the NYSE closing price of the Company’s common stock the last preceding trading day before the RSU vesting date). Dividend equivalent rights vest and become payable on the same terms as the related RSUs.

Awards of RSUs and dividend equivalent rights are made pursuant to the terms of the Portland General Electric Company Stock Incentive Plan and are subject to the terms and conditions of the plan and agreements between the Company and each director.

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

Directors first appointed or elected to the Board before April 23, 2019 are eligible to participate in the Company’s 2006 Outside Directors’ Deferred Compensation Plan. The plan allows participants to defer the payment of Board retainers as well as any other form of cash compensation they may receive from the Company. Deferral elections must be made no later than December 15 of the taxable year preceding the year in which the compensation is earned. Deferrals accumulate in an account that earns interest at a rate that is one-half a percentage point higher than the Moody’s Average Corporate Bond rate. Directors may elect to receive payments under the plan in a lump sum or in monthly installments for a period of up to 180 months.

2019 DIRECTOR COMPENSATION TABLE

The table below shows the compensation earned by each individual who served as a director during the year ended December 31, 2019 (excluding Ms. Pope, whose compensation is described in the Summary Compensation Table and related tables and disclosure beginning on page 48).

18

Item 1: Election of Directors

Under our bylaws, the Board of Directors has authority to determine the number of directors and to fill vacancies on the Board. Our Board currently has 12 members and there are no current vacancies on the Board.

Directors are elected by a majority of the votes cast at the Annual Meeting of Shareholders. Election by a majority means that a director nominee is elected if the number of votes cast “FOR” a director nominee exceeds the number of votes cast “AGAINST” that director nominee. A shareholder can vote to “ABSTAIN,” but that vote will not have any effect in determining the election results. In an uncontested election, a director who does not receive a majority of “FOR” votes cast must submit a letter of resignation to the Board. See page 15 for more information about our director independence policy.

On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated all 12 of our current directors for election at our 2020 Annual Meeting of Shareholders. Ms. Huber was first appointed as a director by the Board effective May 24, 2019. All of our other directors were elected at our 2019 Annual Meeting of Shareholders. If elected, each of the 12 nominees would hold office until the next Annual Meeting of Shareholders and until his or her successor has been duly elected, or until his or her earlier death, resignation or retirement.

Each of the Board’s nominees has expressed a willingness to serve if elected. If a nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

In the following pages we provide biographical information about each of our nominees, which highlights the particular experience, qualifications, attributes and skills possessed by each director nominee that led the Board to determine that he or she should serve as a director. All director nominee biographical information is as of March 12, 2020.

We believe our slate of nominees brings to our Board a diverse range of skills, attributes and experience needed to provide effective oversight of the Company. As indicated in the following biographies, our nominees have held senior leadership roles at public companies or other large organizations and have extensive experience in a variety of fields, including utility operations and regulation, technology, health care, academia, finance and accounting, corporate governance, law, public policy, and consulting. All of our nominees have a reputation for integrity, honesty and adherence to high ethical standards.

DIRECTOR NOMINEES

		JOHN W. BALLANTINE   AGE: 74   DIRECTOR SINCE: 2004   COMMITTEES: Compensation and Human Resources, Finance

BACKGROUND:

Mr. Ballantine has been an active, self-employed private investor since 1998, when he retired from First Chicago NBD Corporation, where he had most recently served as Executive Vice President and Chief Risk Management Officer. During his 28-year career with First Chicago, Mr. Ballantine was responsible for international banking operations, New York operations, Latin American banking, corporate planning, U.S. financial institutions business, and a variety of trust operations. Mr. Ballantine also currently serves as a director of DWS Funds, where he is Vice Chair of the Nominating and Governance Committee and a member of the Audit Committee. He is a past director of other public companies, including Healthways Inc., where he served as board chair from May 2011 to June 2014.

QUALIFICATIONS:

Mr. Ballantine’s qualifications to serve on our Board include his extensive experience in finance and risk management, his experience in various executive and leadership roles for First Chicago NBD Corporation, as well as his experience on the boards of other companies. Mr. Ballantine’s expertise in finance and risk management is of great value to the Board, given our significant capital programs and focus on enterprise risk management.

		RODNEY L. BROWN, JR.   AGE: 64   DIRECTOR SINCE: 2007   COMMITTEES: Compensation and Human Resources, Finance

BACKGROUND:

Mr. Brown is a founding partner of Cascadia Law Group PLLC, a Seattle, Washington law firm that specializes in environmental law in the Pacific Northwest. He is the principal author of Washington’s Superfund law, the Model Toxics Control Act, and has worked for years to reform and improve the environmental regulatory system. From 1992 to 1996, Mr. Brown was a Managing Partner at the Seattle office of Morrison & Foerster, LLP, a large international law firm. Mr. Brown serves on several non-profit boards, including the Bulitt Foundation and the Sightline Institute.

QUALIFICATIONS:

Mr. Brown’s qualifications to serve on our Board include his experience as an environmental lawyer, his extensive knowledge of environmental laws and regulations, his knowledge of government and public affairs, and his experience as a management consultant for organizations handling large infrastructure projects and projects with challenging environmental issues.

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ITEM 1: ELECTION OF DIRECTORS

		JACK E. DAVIS   AGE: 73   DIRECTOR SINCE: 2012   COMMITTEES: Nominating and Corporate Governance

BACKGROUND:

Mr. Davis served as Chief Executive Officer of Arizona Public Service Company (APS), Arizona’s largest electricity provider, from September 2002 until his retirement in March 2008, and as President of APS from October 1998 to October 2007. During his 35 years at APS, Mr. Davis held executive and management positions in various areas of the company, including commercial operations, generation and transmission, customer service, and power operations. Mr. Davis also served as President and Chief Operating Officer of Pinnacle West Capital Corporation (”Pinnacle West”), the parent company of APS, from September 2003 to March 2008. He served as a director of APS from October 1998 to May 2008, and a director of Pinnacle West from January 2001 to March 2008. Mr. Davis has also served on the boards of the Edison Electric Institute and the National Electric Reliability Council, and as Chair of the Western Systems Coordinating Council.

QUALIFICATIONS:

Mr. Davis’ qualifications to serve on our Board include his in-depth knowledge of the utility industry, including utility regulation, line and generation operations, and safety and environmental matters, his extensive leadership experience gained in senior executive positions at APS and Pinnacle West, and his knowledge and experience from serving on other public company boards.

		KIRBY A. DYESS   AGE: 73   DIRECTOR SINCE: 2009   COMMITTEES: Compensation and Human Resources (Chair), Nominating and Corporate Governance

BACKGROUND:

Ms. Dyess is a principal in Austin Capital Management LLC, where she evaluates, invests in, and assists early stage companies in the Pacific Northwest. Prior to forming Austin Capital Management LLC in 2003, Ms. Dyess spent 23 years in various executive and management positions at Intel Corporation, most recently serving as Corporate Vice President of Intel Corporation from 1993 to 2002. Her positions at Intel included Vice President and Director of Intel Capital Operations from June 2001 to December 2002, Vice President and Director of Strategic Acquisitions/New Business Development from November 1996 to June 2001, and Vice President and Director of Worldwide Human Resources from January 1993 to November 1996. She currently chairs the board of Prolifiq Software and recently chaired the Oregon Community Foundation board. She has previously served on the boards of directors of Itron, Inc., Compli, Menasha Corporation, Merix Corporation, and Viasystems Group, Inc. and has served on several statewide higher education boards.

QUALIFICATIONS:

Ms. Dyess’ qualifications to serve on our Board include the experience she acquired during her career at Intel Corporation and work with early stage companies in the areas of risk management, human resources, operations, government relations, mergers and acquisitions, sales and marketing, information technology, and the initiation of start-up businesses, and her extensive experience serving on boards of other companies.

ITEM 1: ELECTION OF DIRECTORS

		KATHRYN J. JACKSON, PH.D.   AGE: 62   DIRECTOR SINCE: 2014   COMMITTEES: Compensation and Human Resources, Finance

BACKGROUND:

Dr. Jackson has served since January 2016 as the Director of Energy and Technology Consulting at KeySource, Inc., where she provides consulting services to clients in business growth, technology development and energy services. Dr. Jackson previously served as Chief Technology Officer and Senior Vice President at RTI International Metals, Inc. from June 2014 to July 2015; as the Chief Technology Officer and Senior Vice President of Research & Technology at Westinghouse Electric Company, LLC from 2009 to 2014; and as the Vice President of Strategy, Research & Technology from 2008 to 2009. Prior to joining Westinghouse Electric Company, LLC, Dr. Jackson worked for 17 years at the Tennessee Valley Authority, where she held various executive positions. She is a current director of Cameco Corporation and EQT Corporation and has previously served as a director of Hydro One Inc., Rice Energy, Inc., and the Independent System Operator of New England. She also serves on advisory boards at Carnegie Mellon University and the University of Pittsburgh.

QUALIFICATIONS:

Dr. Jackson’s qualifications to serve on our board include her background in engineering, her experience in senior executive roles and as a member and chair of the board of the Independent System Operator of New England, and her knowledge and experience in the areas of technology, large capital projects, contracts and vendor negotiations, generation facilities and energy trading operations, research and development on utility assets and systems, and environmental health and safety.

		MICHAEL H. MILLEGAN   AGE: 61   DIRECTOR SINCE: 2019   COMMITTEES: Audit, Finance

BACKGROUND:

Mr. Millegan is the founder and Chief Executive Officer of Millegan Advisory Group-3, where he advises early-stage companies on strategy that drives technology innovation and shareholder value. Previously, he held a variety of executive leadership and management positions within Verizon, where he led large-scale and large-scope business units. As president of Verizon Global Wholesale Group, he was responsible for $11 billion in sales revenue, 13,000 employees and $1 billion in annual capital spending. He is a director of Wireless Technology Group and a strategic advisor and investor in Windpact, Inc. and Vettd, Inc.

QUALIFICATIONS:

Mr. Millegan’s qualifications to serve on our board include his experience overseeing significant business units within a large corporate group, his experience in various executive and management roles, and his background in operations in a regulated industry, global sales and marketing, digital media platforms, network infrastructure deployment, cloud computing, cybersecurity, and supply chain management and operations.

ITEM 1: ELECTION OF DIRECTORS

		MARIA M. POPE   AGE: 55   DIRECTOR SINCE: 2018   COMMITTEES: None

BACKGROUND:

Ms. Pope is President and Chief Executive Officer of Portland General Electric Company. She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. She previously served from March 2013 to October 2017 as Senior Vice President of Power Supply, Operations and Resource Strategy, overseeing PGE’s generation plants, energy supply portfolio, and long-term resource strategy. Ms. Pope joined PGE in 2009 as Senior Vice President of Finance, Chief Financial Officer and Treasurer. She served on PGE’s Board of Directors from 2006 to 2008. Prior to joining PGE, she served as Chief Financial Officer for Mentor Graphics Corporation and held senior operating and finance positions within the forest products and consumer products industries. She began her career in banking with Morgan Stanley. Ms. Pope also currently serves on the board of directors of Umpqua Holdings Corporation, and Pope Resources, LP, which announced its merger with Rayonier Inc. in January 2020. Ms. Pope is also a director of the Electric Power Research Institute, the Oregon Business Council, the Oregon Global Warming Commission, and the Federal Reserve of San Francisco, Portland, Oregon branch. She is a past director of TimberWest Forest Corp., Premera Blue Cross, the Oregon Health Science University governing board, the Oregon Symphony and the Council of Forest Industries.

QUALIFICATIONS:

Ms. Pope’s qualifications to serve on our board include her current role as President and Chief Executive Officer, her extensive knowledge of the company and the utility industry, her diverse leadership experience in business and financial roles, and her corporate and civic board experience.

		CHARLES W. SHIVERY   AGE: 74   DIRECTOR SINCE: 2014   COMMITTEES: Finance (Chair), Audit

BACKGROUND:

Mr. Shivery served as Chairman, President and Chief Executive Officer of Northeast Utilities, New England’s largest utility system, from March 2004 until his retirement in April 2012 following the completion of the merger between Northeast Utilities and NSTAR. Following his retirement, he served as chairman of the board of Northeast Utilities from April 2012 to October 2013, and as a member of the board from October 2013 to May 2014. From 2007 to 2012, Mr. Shivery also served as chairman of the boards of several wholly-owned subsidiaries of Northeast Utilities, including The Connecticut Light and Power Company, Public Service Company of New Hampshire, Western Massachusetts Electric Company, and Yankee Gas Services Company. Prior to joining Northeast Utilities in 2002, Mr. Shivery worked for 29 years at Constellation Energy Group, Inc. and its wholly-owned subsidiary, Baltimore Gas & Electric Company, where he served in various executive positions, including Co-President of Constellation Energy Group. From July 2009 to April 2018, Mr. Shivery served as a director of Webster Financial Corporation.

QUALIFICATIONS:

Mr. Shivery’s qualifications to serve on our board include his extensive knowledge of utility finance and operations, including safety and environmental programs, based on his nearly 40 years of experience in the utility industry, and his senior management level experience in capital, financial and credit markets throughout his career at Constellation Energy and Northeast Utilities.

Compensation and Human Resources Committee Report

The Compensation and Human Resources Committee has reviewed and discussed with management the following Compensation Discussion and Analysis and has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

MEMBERS OF THE COMPENSATION COMMITTEE

Kirby Dyess (Chair)

John Ballantine

Rodney Brown

Mark Ganz

Marie Oh Huber

Kathryn Jackson

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Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we discuss our executive compensation program and summarize the principal elements of the compensation awarded to our executives for 2019. The discussion is focused on the compensation of the following “named executive officers” for 2019:

EXECUTIVE SUMMARY

COMPENSATION GUIDING PRINCIPLES

The goals of our executive compensation program are to attract and retain highly qualified executives and to provide them with incentives to advance the interests of our stakeholders: our shareholders, our customers, our employees and the communities we serve. To accomplish these goals, we adhere to the following principles:

Reasonable, Competitive Pay

Performance-Based Pay, Aligned With our Stakeholders’ Interests

Balanced, Risk-Calibrated Pay

HIGHLIGHTS OF OUR COMPENSATION PRACTICES

We have adopted practices and policies that align with the guiding principles of our compensation program.

What we do

		Significant pay at risk. In 2019, awards with no guaranteed payouts constituted 43% to 64% of our named executive officers’ target direct compensation (base salary plus annual cash incentive award and equity awards).
		Balanced mix of incentive awards, aligned with our strategy. Payouts under our incentive awards are based on a balanced mix of short-term and long-term Company performance relative to operational, financial and strategic goals.
		Reasonable stock award program. Our three-year average burn rate (the total number of equity award shares granted over a three-year period divided by the weighted average of the shares outstanding) was 0.23% for 2017 through 2019.
		Meaningful stock ownership guidelines. Our stock ownership guidelines are three times base salary for our CEO and one times base salary for our other executive officers.
		Clawback of incentive pay. The Company is authorized to seek reimbursement of an executive officer’s incentive compensation if the officer engages in misconduct that leads to a material restatement of our financial results or causes significant reputational or financial harm to the Company.
		Double-trigger change in control protections. Following a change in control, our executives are entitled to accelerated vesting of long-term incentive awards and enhanced cash severance payments only if their employment is terminated within two years of the change in control.
		Reasonable use of compensation market data. We evaluate our executive pay by reference to the median of a group of comparable companies that reflect the market for executive talent in which we compete.
		Reasonable severance arrangements. The maximum amount payable under our severance plan is one year’s base salary absent a change in control, and one year’s base salary plus the target value of the executive’s annual cash incentive award in the case of a termination following a change in control.

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COMPENSATION DISCUSSION AND ANALYSIS

What we don’t do

		No hedging or pledging of Company stock. Our insider trading policy prohibits directors, officers, and employees from entering into hedging or pledging transactions or short sales of Company stock.
		No SERP benefits for current executives. None of the Company’s current executives participates in a supplemental executive retirement program.
		No guaranteed tax gross-ups. We have no arrangements that entitle our executives to tax gross-ups.
		No fixed term employment agreements with executives. We employ all of our executives at will.
		No dividends or dividend equivalents earned on unvested shares. Our long-term incentive awards provide dividend equivalent rights only on shares that vest.
		No excessive perquisites. We do not provide our executives with significant perquisites.

2019 COMPANY PERFORMANCE HIGHLIGHTS

In 2019 we delivered solid financial results and strong operating performance, while executing on our long-term strategy.

Solid Financial Results

Strong Operating Performance

Significant Progress on Strategic Priorities

2019 EXECUTIVE COMPENSATION DECISIONS

Our executive compensation decisions for 2019 reflect the guiding principles of our compensation program.

2019 CEO Pay Opportunity and Payouts

Our CEO’s target total direct compensation* in 2019 is shown below:

*Assumes target level performance under the incentive awards.

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COMPENSATION DISCUSSION AND ANALYSIS

Incentive Award Program Redesign

In 2019, the Compensation Committee conducted a comprehensive review of PGE’s executive incentive award compensation programs to ensure that they:

Our review led to significant enhancements to our ACI and LTI Programs.

Enhancements to the ACI Program

Enhancements to the LTI Program

See pages 33-41 for additional details about these programs.

2019 EXECUTIVE COMPENSATION

OVERVIEW OF COMPENSATION ELEMENTS

Our executive compensation program is made up of the principal elements summarized below. Each element is designed to achieve the objectives of our executive compensation program, consistent with our compensation guiding principles. In addition to these standard elements, we occasionally make one-time awards of compensation, typically in the case of new hires or promotions or to ensure the market-competitiveness of an executive’s compensation. Each of these compensation elements is discussed in greater detail in the pages that follow.

BASE SALARIES

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COMPENSATION DISCUSSION AND ANALYSIS

ANNUAL CASH INCENTIVE AWARDS

OVERVIEW

2019 ACI PROGRAM TARGET AWARDS

Target awards for the named executive officers were established by multiplying their base salary paid in 2019 by an award multiple established by the Compensation Committee. The target awards of each of our named executive officers were close to the market median for their positions. (See page 44 for a discussion of how we evaluate the market-competitiveness of our executives’ compensation.)