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Made clear we would not seek recovery for the losses through customer prices,

Enhanced our own oversight role and reporting to the board and audit and risk committee,

Determined that it would be inconsistent with our pay-for-performance philosophy for our CEO, our former CFO and one other executive officer to receive annual incentive compensation,

Oversaw management’s strengthening of energy trading policies and risk reporting, and

Engaged in active communication with our investors, regulators and other stakeholders.

Financial and operating health and performance,

Customer satisfaction,

Power availability and service quality,

The integration of our grid, and

Environmental leadership, including carbon reduction.

Jack Davis

Board Chair

In October 2020, we closed our coal-fired Boardman plant after a decade of planning.

We brought online the wind power from the Wheatridge Renewable Energy Facility, a joint project between PGE and a subsidiary of NextEra Energy, and expect to make the solar and battery storage parts of that project operational around the end of 2021.

We began development (along with Daimler Trucks North America) of “Electric Island”—a large public charging station for medium and heavy-duty commercial vehicles, anticipated to be the first of its kind in the US.

We installed smart thermostats for our customers at no charge to help them use less energy when others are using more, saving money and furthering our renewables transition.

Maria Pope

President and CEO

virtualshareholdermeeting.com/POR2021

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Vote online in advance of the meeting: proxyvote.com

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Vote by phone from the US
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1-800-690-6903

BY MAIL

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BY BALLOT

Attend our virtual Annual Meeting and vote by
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on the meeting website.

Item 1  Election to our Board of Directors of the 12 nominees identified in the following proxy statement for a term of one year

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

Item 3  Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2021

            Transaction of any other business that may properly come before our 2021 Annual Meeting of Shareholders

Table of Contents

MARIA POPE

PRESIDENT AND CEO

Ms. Pope is President, Chief Executive Officer and a member of the Board of Directors of Portland General Electric Company. She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. She served from 2013 to 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.

EDUCATION

BA, College of Arts and Sciences, Georgetown University

MBA, Stanford Graduate School of Business

For more information, see Ms. Pope’s bio in Item 1: Election of our Board of Directors – Who We Are

    Portland General Electric 2021 Proxy    

    2021    

JAMES AJELLO

SENIOR VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER

Mr. Ajello has served as the Chief Financial Officer and Senior Vice President of Finance and Treasurer at Portland General Electric Company since January 1, 2021. He joined PGE in November 2020 as a senior advisor prior to his transition to the CFO role, bringing an extensive background in both energy and finance, including serving as executive vice president and CFO for Hawaiian Electric Industries (HEI) from 2009 to 2017, where he helped lead its clean energy transformation. In 2020, he became an independent director of HEI’s Hawaiian Electric Company, where he serves on the Audit Committee and from 2017 was an independent director of HEI’s American Savings Bank and a member of its Risk Committee and member of HEI’s compensation committee. Prior to joining HEI, Mr. Ajello served as senior vice president of Business Development at Reliant Energy and spent 15 years as managing director of the Energy and Natural Resources Group of UBS Warburg/UBS Securities. He has also chaired the U.S. Department of Energy’s Environmental Management Advisory Board.

EDUCATION

BA, State University of New York Oneonta

MPA, Syracuse University

Graduate, Advanced Management Program of the European Institute of Business Administration (INSEAD)

JAMES LOBDELL

FORMER SENIOR VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER

Mr. Lobdell served as PGE’s Chief Financial Officer, Senior Vice President of Finance and Treasurer from March 1, 2013 until his retirement on December 31, 2020. Over the course of his 36-year career with the company, Mr. Lobdell was instrumental in driving financial improvements and helping ensure PGE continues to deliver safe, reliable and affordable electricity to our customers. Before assuming the role of CFO, Mr. Lobdell served as Vice President of Power Operations & Resource Strategy from 2004 to 2013, Vice President of Power Operations from 2002 to 2004, Vice President, Risk Management Reporting, Controls and Credit from 2001 to 2002, and Senior Director of Business Development from 1999 to 2001. He also served as Vice President, Finance and Administration for FirstPoint Utility Solutions from 1997 to 1998.

EDUCATION

BA, University of Oregon

LISA KANER

VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE COMPLIANCE OFFICER

Ms. Kaner is responsible for all of PGE’s legal affairs. She coordinates the company’s ethics and governance and Federal Energy Regulatory Commission compliance activities. Before joining PGE in 2017, Ms. Kaner successfully handled contract, employment and other commercial litigation cases at the Portland office of Markowitz Herbold PC. In addition to being honored by the Portland Business Journal as one of the region’s most influential businesspeople, Ms. Kaner has been recognized for her public service by the Oregon State Bar. She is an active member of the community, where her contributions include serving on the board of Impact NW, an organization to prevent homelessness.

EDUCATION

BA, cum laude, University of Pennsylvania

JD, magna cum laude, Villanova University School of Law

JOHN KOCHAVATR

VICE PRESIDENT, INFORMATION TECHNOLOGY AND CHIEF INFORMATION OFFICER

Mr. Kochavatr is responsible for the infrastructure, operations and development of all information systems at PGE. He joined the Company in 2018. Mr. Kochavatr has more than 20 years of experience in the Information Technology industry. Before joining PGE, he was senior vice president and CIO at SUEZ Water Technologies & Solutions (formerly General Electric Water and Process Technologies) from 2017-2018 and chief information officer and chief digital officer from 2012-2017 and served in several IT leadership positions at GE Power (formerly GE Energy) for 11 years. Mr. Kochavatr also currently serves as board chair of the Technology Association of Oregon.

EDUCATION

BA, University of California, Los Angeles

MBA, University of Chicago’s Booth School of Business

LARRY BEKKEDAHL

VICE PRESIDENT, GRID ARCHITECTURE, INTEGRATION & SYSTEMS OPERATIONS

Mr. Bekkedahl oversees PGE operational areas and is responsible for advancing PGE’s integrated smart grid strategy since 2019. Mr. Bekkedahl joined PGE in 2014 and until 2019 served as vice president of Transmission & Distribution, bringing more than three decades of leadership experience in the energy industry. Before joining PGE, he was senior vice president for transmission services at the Bonneville Power Administration and held leadership positions at Clark Public Utilities, PacifiCorp and Montana Power Company. Mr. Bekkedahl serves on the Electric Power Research Institute, Research Advisory Committee, the Stanford University Bits and Watts Advisory Council, the University of Akron Energy Advisory Committee, and the All Hands Raised board for Portland Public Schools Foundation.

EDUCATION

BS, Electrical Engineering, Montana State University

    Portland General Electric 2021 Proxy    

    2021    

We finished the year earning $1.72 per diluted share, which includes our previously disclosed $1.03 per diluted share of energy trading losses.

We raised our dividend.

We achieved a 6% reduction in our operating and maintenance expenses year-over-year, driven by efficiencies implemented throughout our operations.

We continued to advance our operational, environmental, social, and strategic imperatives.

We grew our overall customer base by 1.4%.

We maintained a solid balance sheet, including strong liquidity and investment-grade credit ratings.

We reaffirmed our long-term earnings growth guidance of 4% to 6% off a 2019 base year.

We closed our coal-fired Boardman plant, brought the Wheatridge Renewable Energy Facility online and established two partnerships to bring more solar and hydro power to Oregon customers.

We set new climate goals to reduce greenhouse gas emissions associated with the electricity we serve our customers by at least 80% (relative to 2010 levels) by 2030 and aim to achieve companywide net zero greenhouse gas emissions by 2040. We have also set an aspirational goal of achieving zero greenhouse gas emissions associated with the power we serve our customers by 2040.

We responded to the historic Oregon wildfires decisively.

We and our partner began construction on a large public charging station for medium and heavy-duty commercial vehicles, anticipated to be the first of its kind in the US.

We and our partners are completing a smart water and micro-hydro system to generate electricity from city water pipeline excess pressure.

We are piloting a residential-based energy storage system to increase accessibility of solar and smart battery resources.

We recently completed the largest habitat restoration project in the City of Portland and on the Willamette River. The Harborton Restoration Project will transform our Harborton substation property into a haven for wildlife, including threatened salmon and sensitive frog species, for decades to come. We will maintain the site for a decade until a long-term steward assumes responsibility for protecting and maintaining the site.

In 2020, we also achieved modern-day records for our adult coho salmon return to the West Side Hydropower Project on the Clackamas River–the only river system in the Lower Columbia Basin to do so. The investment of $90 million in our fish passage facilities and collaboration with various resources managers have allowed us to achieve this result.

We are working with the City of West Linn to redevelop the historic waterfront where our oldest hydro-electric facility is located. Our work balances historic preservation, environmental impacts, cost and human needs.

We continued our progress toward our goal of creating a smarter more integrated and reliable grid.

We undertook numerous steps to increase transportation electrification in our state and put a plan in place to convert 60% of our own fleet to electric vehicles in ten years.

We provide over 2,800 benefits-paying, stable, full time jobs to members of our communities.

We provide employees with benefits that address their needs holistically and support their wellness.

We are a leader in diversity, equity and inclusion (DEI) practices, though we acknowledge that we have more work to do:

A majority of our board nominees are diverse by gender or race.

Black, Indigenous and People of Color (BIPOC) comprise over 22% of our employees and almost 19% of our management.

Almost a third of our employees and over 31% of our management, including our CEO, are female.

In 2021 we were once again recognized with two international awards that reflect our ongoing dedication to creating a diverse, equitable and inclusive workplace.

We scored a perfect 100 on the Human Rights Campaign Foundation’s Corporate Equality Index as a Best Place to Work for LGBTQ Equality.

Bloomberg LP recognized PGE by inclusion in its annual Gender-Equality Index, which tracks the performance of companies committed to supporting gender equality through policy development, representation and transparency.

Our DEI initiatives touch every aspect of our business. Examples include:

Over 95% of our job interview panels in 2020 were diverse by race and/or gender.

We have a leadership development program for BIPOC employees and a Women in Leadership program.

Our leaders receive DEI dashboards quarterly and all managers receive unconscious bias training.

Beginning in 2021, our leaders’ incentive compensation includes DEI metrics.

We are committed to doubling our diversity supplier spend (currently approximately 9%) by 2022.

The seriousness with which we take safety is reflected in:

Our proactive response to wildfire threats.

A decrease in our OSHA recordable incident safety rate in 2020, continuing a trend from the prior two years.

Our comprehensive response to COVID-19:

We acted quickly to protect our employees by making changes to work schedules, work locations, cleaning practices, work protocols and information services—including encouraging employees to take advantage of our comprehensive health, wellness, family, and leave programs.

Our multi-faceted support for customers and communities is highlighted below.

We listen: we conduct quarterly all-employee pulse surveys and take follow-up actions based on the input we receive.

When the pandemic reduced many customers’ ability to afford power, we stepped in to help, including by:

Suspending late fees and disconnections.

Providing proactive customer service to help our customers develop workable plans to meet their energy needs, including through time-payment arrangements.

Securing emergency assistance funds to be distributed through Oregon Housing Community Services.

Working with non-profits who provide energy assistance payments.

Partnering with other utilities to seek emergency federal assistance.

Providing financial support via the PGE Foundation to address food insecurity, energy assistance, small-business support and worker relief funds.

    Portland General Electric 2021 Proxy    

    2021    

We continued our ongoing support of our communities in other ways:

PGE Foundation contributed close to $1.7 million to Oregon nonprofits in 2020. The foundation, which serves as the philanthropic arm of PGE, was created through an endowment for the purpose of improving the quality of life for Oregonians and has awarded more than $25 million to community organizations across the state since its inception in 1997.

We increased investments to address community needs associated with Oregon’s historic wildfires and racial equity.

We launched PGE Project Zero, a social impact initiative designed to engage youth in creating cleaner, greener, more equitable communities through climate and clean energy education, environmental stewardship projects and green job internships. As a part of PGE Project Zero, we partnered with Portland Public Schools to create the nation’s first K-12 open-source climate literacy program.

Our employees also stepped up their community support despite facing their own challenges:

55% of our employees participated in our employee giving program in 2020.

Together, PGE, our employees and retirees and PGE Foundation donated $5.6 million to community nonprofits.

Our employees also spent 18,200 hours volunteering in 2020.

We continued to use technology to improve customers’ experience, satisfaction, energy conservation and cost-saving capabilities:

We installed hundreds of smart thermostats for our customers at no charge to help them use less energy.

We launched a cloud-based platform and mobile app and integrated PGE Marketplace to more efficiently serve and empower customers.

We continued to increase customer trust and satisfaction, even in a difficult year:

Our customers’ trust increased 4% to 87% for residential customers and increased 1% to 98% with key customers (based on surveys conducted by a third-party market research firm).

“Customer delight” increased to an all-time high of 62% (based on residential, commercial and industrial customer ratings) and the 2020 J.D Power Customer Satisfaction Index placed us #4 overall among Large West utilities.

An independent Board Chair,

Annually elected directors,

One share one vote (no dual class ownership),

No supermajority or “poison pill” provisions,

Majority voting for director elections,

Shareholder right to act by written consent,

A steadily refreshed board with a majority of nominees who are diverse by gender and/or race,

Good internal and external pay parity,

Strong shareholder support in our Say on Pay votes, and

Significant director-shareholder engagement.

The Board of Directors

unanimously recommends that you vote “FOR” each of the following nominees.

RODNEY BROWN

Compensation and Human Resources
and Finance Committee Member

INDEPENDENT DIRECTOR SINCE 2007

EDUCATION

BA, Political Science, Baylor University

JD, University of Texas School of Law

SELECTED CURRENT POSITIONS

Board member, National Audubon Society

Board of Trustees chair, Bullitt Foundation

SELECTED PAST POSITIONS

Co-Chair, Governor’s Carbon Emissions Task Force

Member, Governor’s Committee on Transforming

Washington’s Budget

Board member, Sightline Institute

BACKGROUND AND QUALIFICATIONS

Mr. Brown, 64, is a founding partner of Cascadia Law Group PLLC, a Seattle, Washington law firm that specializes in environmental law. Mr. Brown’s practice focuses on environmental and land use issues relating to pollution control, project permitting, and climate change. He is the principal author of Washington’s Superfund law, the Model Toxics Control Act, and works to improve environmental regulations. From 1992 to 1996, Mr. Brown was a Managing Partner at the Seattle office of Morrison & Foerster, LLP, a large international law firm. He has served numerous for-profit and non-profit boards. 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.

    Portland General Electric 2021 Proxy    

JACK DAVIS

Board Chair

Nominating and Corporate Governance Committee Member

INDEPENDENT DIRECTOR SINCE 2012;

Board Chair since 2013

EDUCATION

BS, Medical Technology, Electrical Engineering, New

Mexico State University

PUBLIC COMPANY BOARD EXPERIENCE

Pinnacle West Capital Corporation (2001-2008)

OTHER CORPORATE BOARD EXPERIENCE

Arizona Public Service Company (1998-2008)

SELECTED OTHER PAST POSITIONS

Chair, Western Systems Coordinating Council

Board member, Edison Electric Institute,

National Electric Reliability Council,

Arizona Community Foundation

BACKGROUND AND QUALIFICATIONS

Mr. Davis, 74, served as CEO 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, the parent company of APS, from September 2003 to March 2008. Mr. Davis is a former chair of the Western Energy Supply and Transmission Associates and the Western Governors’ Association task force on energy issues. 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 DYESS

Chair, Compensation and Human Resources Committee and Nominating and Corporate Governance Committee Member

INDEPENDENT DIRECTOR SINCE 2009

EDUCATION

BA, Physics, University of Idaho

Postgraduate studies, Biochemistry,

Portland State University

Postgraduate studies, Management,

Stanford University

PUBLIC COMPANY BOARD EXPERIENCE

Itron, Inc. (2006-2018)

Viasystems Group, Inc. (2010-2015)

Merix Corporation (2002-2010)

OTHER CORPORATE BOARD EXPERIENCE

Prolifiq Software (current)

Compli (2007-2018)

Menasha Corporation (1997-2007)

SELECTED OTHER PAST POSITIONS

Member, College Savings Board

President and board member, Oregon Board of

Higher Education

Board member, Oregon Health & Science University

Chair, Oregon Community Foundation

BACKGROUND AND QUALIFICATIONS

Ms. Dyess, 74, is Principal at 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 as Corporate Vice President and Director of Intel Capital Operations from 2001-2002, where she oversaw the acquisition and integration of 50 businesses and management of a portfolio of over 400 companies worldwide. Her previous positions at Intel included VP and Director of Human Resources and VP, New Business Development. 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.

MARK GANZ

Audit and Risk and Compensation and
Human Resources Committee Member

INDEPENDENT DIRECTOR SINCE 2006

EDUCATION

BA, History/Theology, Georgetown University

JD, Georgetown University

OTHER CORPORATE BOARD EXPERIENCE

Cambia Health Solutions, Inc. (2004-2020)

Prime Therapeutics, Inc. (2017-2020)

Trizetto Corporation (2009-2016)

Echo Health Ventures (2016-2020)

SELECTED OTHER CURRENT POSITIONS

Board of Regents, University of Portland

Board of Regents, Georgetown University

Chair, Cascade Pacific Council of the Boy Scouts of

America

Board member, Coalition to Transform Advanced

Illness Care

SELECTED OTHER PAST POSITIONS

Board & Executive Committee, Oregon Business

Council

BlueCross BlueShield Association

Chair, America’s Health Insurance Plans

Chair, Greater Portland Inc.

BACKGROUND AND QUALIFICATIONS

Mr. Ganz, 60, served from 2003 until his retirement in 2020 as President and Chief Executive Officer of Cambia Health Solutions, Inc. (“Cambia”), a parent corporation of several companies offering healthcare products and services. Previously, Mr. Ganz held a number of positions with Cambia, including President and CEO of Regence BlueCross of Oregon, Chief Legal Officer, Corporate Secretary, and Chief Ethics and Compliance Officer and had responsibility for federal public policy. Mr. Ganz was a member of Cambia’s board of directors until his retirement in 2020, as well as a board member of a number regional and national organizations. Mr. Ganz’s qualifications to serve on our Board include his experience overseeing multiple companies within a large diversified corporate group, his knowledge of health care as a regulated industry, his experience in various executive roles, his 29 years of experience in the practice of corporate and regulatory law, and his expertise in executive compensation and compensation structures, corporate governance, and ethics and compliance programs.

MARIE OH HUBER

Compensation and Human Resources and Nominating and Corporate Governance Committee Member

INDEPENDENT DIRECTOR SINCE 2019

EDUCATION

BA, Economics, Yale University

JD, Northwestern University School of Law

SELECTED CURRENT POSITIONS

Board, Silicon Valley Community Foundation

University Council, Yale University

Law Board, Northwestern Pritzker School of Law

SELECTED PAST POSITIONS

Board, James Campbell Company LLC

BACKGROUND AND QUALIFICATIONS

Ms. Huber, 59, has over 25 years of strategic business, legal and public policy experience in global Fortune 500 companies. She heads the global legal and government relations and public policy functions for eBay, Inc., where she serves as Senior Vice President, Chief Legal Officer, General Counsel & Secretary. Previously, Ms. Huber was responsible for communications, regulatory affairs and quality assurance, government affairs and philanthropy at Agilent Technologies. Huber joined eBay in 2015 from Agilent where she served as senior vice president, general counsel and secretary since 2009. For the previous ten years she also held positions of increasing responsibility at Agilent and prior to that at HP. She started her career at large law firms in New York and San Francisco. Ms. Huber’s qualifications to serve on our Board include her extensive track record as a business leader and in advising boards of directors and executive leadership on business and operational matters, M&A, corporate governance, legal and compliance, IP, litigation, privacy and cybersecurity matters.

    Portland General Electric 2021 Proxy    

KATHRYN JACKSON, PhD

Compensation and Human Resources
and Finance Committee Member

INDEPENDENT DIRECTOR SINCE 2014

EDUCATION

BS, Physics, Grove City College

MS, Industrial Engineering Management,

University of Pittsburgh

MS and PhD, Engineering and Public Policy,

Carnegie Mellon University

PUBLIC COMPANY BOARD EXPERIENCE

Cameco Corporation (current)

EQT (current)

Rice Acquisition Corporation (current)

Rice Energy, Inc. (2017)

Hydro One, Inc. (2015-2018)

OTHER CORPORATE BOARD EXPERIENCE

Duquesne Light Holdings, Inc. (current)

Duquesne Light Company (current)

SELECTED CURRENT POSITIONS

Member, National Academy of Engineering

Advisory Boards, Carnegie Mellon University and

University of Pittsburgh

SELECTED PAST POSITIONS

Board member, Independent System Operator of

New England

BACKGROUND AND QUALIFICATIONS

Dr. Jackson, 63, has served since 2016 as the Director of Energy and Technology Consulting at KeySource, Inc., where she provides strategic consulting services to clients in business growth, technology development and energy services. From 2014-2015 Dr. Jackson was Chief Technology Officer and SVP at RTI International Metals, Inc., a leading U.S. producer of titanium mill products. She served as Chief Technology Officer and SVP of Research & Technology at Westinghouse Electric Company, LLC from 2009 to 2014; and as the VP of Strategy, Research & Technology from 2008 to 2009. Prior to joining Westinghouse Electric Company, LLC, Dr. Jackson served for 17 years at the Tennessee Valley Authority, where she held various executive positions, including EVP of River System Operations and Environment and the corporate environmental officer. 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 LEWIS

Audit and Risk and Finance Committee Member

INDEPENDENT DIRECTOR SINCE 2021

EDUCATION

BS, Electrical Engineering, University of Florida

MBA, Nova Southeastern University

PUBLIC COMPANY BOARD EXPERIENCE

Newpark Resources, Inc. (current)

OTHER CORPORATE BOARD EXPERIENCE

Pacific Gas and Electric Co. (Aug–Dec 2020)

SELECTED CURRENT POSITIONS

Board member, Bay Area Chapter of the

American Red Cross

Member, California Governor’s Earthquake

Advisory Commission

Board member, Association of Edison Illuminating

Companies

BACKGROUND AND QUALIFICATIONS

Mr. Lewis, 58, is a retired senior executive with more than 35 years of experience in electric utility operations. Lewis served as Interim President of Pacific Gas and Electric Company (PG&E) from August to December 2020. During that time, he oversaw PG&E’s gas and electric operations, including wildfire prevention and response efforts, grid resiliency initiatives, vegetation management programs, and emergency preparedness. Prior to that, Lewis served as PG&E’s SVP of Electric Operations and VP of Electric Distribution. Before joining PG&E in 2018, Mr. Lewis held a number of senior executive positions at Duke Energy, including SVP and Chief Distribution Officer (2016 to 2018), with responsibility for distribution operations across six states, and SVP and Chief Transmission Officer (2015 to 2016). Before the Duke Energy/Progress Energy merger in 2012, Lewis was SVP of energy delivery for Progress Energy Florida, where he was responsible for hurricane preparedness and grid hardening initiatives. Mr. Lewis’s qualifications to serve on our Board include his executive leadership experience and in-depth knowledge of utility operations, including electric transmission and distribution, wildfire prevention and response, disaster preparedness, grid resiliency, large capital projects and risk management and safety programs.

MICHAEL MILLEGAN

Audit and Risk and Finance Committee Member

INDEPENDENT DIRECTOR SINCE 2019

EDUCATION

BA, MBA, Angelo State University

PUBLIC COMPANY BOARD EXPERIENCE

Wireless Technology Group, Inc. (current)

CoreSite Realty Corporation (current)

SELECTED CURRENT POSITIONS

Strategic advisor and investor, Windpact, Inc.,

Vettd, Inc.

Board, Virginia Mason Foundation

SELECTED PAST POSITIONS

President, Verizon Global Wholesale Group

BACKGROUND AND QUALIFICATIONS

Mr. Millegan, 62, is the Founder and Chief Executive Officer of Millegan Advisory Group 3 LLC, where he advises early-stage companies on strategy that drives technology innovation and shareholder value since 2018. Previously, he held a variety of executive leadership and management positions within Verizon, where he led large-scale and 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. 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.

NEIL NELSON

Chair, Audit and Risk Committee and Nominating
and Corporate Governance Committee Member

INDEPENDENT DIRECTOR SINCE 2006

EDUCATION

BA, Chemical Engineering, Brigham Young University

OTHER CORPORATE BOARD EXPERIENCE

Siltronic Corporation (2003-2020)

SELECTED PAST EXPERIENCE

Chair & Vice Chair, Oregon Business and Industry

BACKGROUND AND QUALIFICATIONS

Mr. Nelson, 62, is a former President of Siltronic Corporation, a Portland-based global leader in hyperpure silicon wafers and a partner to many top-tier chip manufacturers, where he served from 2003 until his retirement in 2020. He previously served as Vice President of Operations of Siltronic from 2000 to 2003, and as VP of Operations at Mitsubishi Silicon America from 1998 to 2000. Mr. Nelson’s qualifications to serve on our Board include his experience in overseeing company-wide and divisional operations for Siltronic Corporation and divisional operations for Mitsubishi Silicon America, his experience in overseeing manufacturing operations at the department, division and company-wide levels, his experience in risk oversight and environmental issues, and his experience overseeing safety systems and the financial reporting process for Siltronic Corporation.

    Portland General Electric 2021 Proxy    

LEE PELTON, PhD

Chair, Nominating and Corporate Governance Committee and Audit and Risk Committee Member

INDEPENDENT DIRECTOR SINCE 2006

EDUCATION

BA, English/Psychology, Wichita State University

PhD, English, Harvard University

OTHER CORPORATE BOARD EXPERIENCE

PLATO Learning, Inc. (2005-2008)

SELECTED CURRENT POSITIONS

Board and Executive Committee, Boston Chamber of Commerce

Board chair, Boston Arts Academy Foundation

Trustee, Barr Foundation

Boston Municipal Research Bureau

Board chair, Boston Racial Equity Fund

BACKGROUND AND QUALIFICATIONS

Dr. Pelton, 70, is President of Emerson College in Boston, Massachusetts, where he has served since 2011. He is scheduled to retire from Emerson College and assume the role of President and Chief Executive Officer of The Boston Foundation, a philanthropic organization with over $1 billion in assets, in June 2021. Before joining Emerson, he served as President of Willamette University in Salem, Oregon (1999 to 2011), Dean and Professor of English Literature at Dartmouth College (1991 to 1998), and Dean of Students and later Dean of Colgate University (1986 to 1991). Dr. Pelton has served on numerous educational and cultural boards and committees, including the Board of Directors of the American Council on Education (past chair), the National Association of Independent Colleges and Universities, the Association of American Colleges & Universities, the Museum of African American History (Boston), and the Harvard University Board of Overseers. In 2020, he was recognized by the Boston Chamber of Commerce as a 2020 Distinguished Bostonian and included in the Boston Business Journal’s 50 Most Powerful Leaders in Boston list. Dr. Pelton’s qualifications to serve on our Board include his executive leadership at academic institutions, his civic leadership, his experience serving on boards of other companies, and the unique perspective he brings to various issues considered by the board as a result of his professional background and accomplishments.

MARIA POPE

President and Chief Executive Officer, Portland General Electric Company

DIRECTOR SINCE 2018

EDUCATION

BA, College of Arts and Sciences, Georgetown University

MBA, Stanford Graduate School of Business

PUBLIC COMPANY BOARD EXPERIENCE

Umpqua Holdings Corp. (current)

Pope Resources, LP (2012- 2020)

Sterling Financial Corp. (2013-2014)

TimberWest Forest Corp. (2008-2013)

OTHER CORPORATE BOARD EXPERIENCE

Premera Blue Cross (2001-2013)

SELECTED CURRENT POSITIONS

Executive Committee, Edison Electric Institute

Director, Electric Power Research Institute

Member, Oregon Global Warming Commission

Member, Oregon Business Council

Director, The Nature Conservancy in Oregon

Director, Federal Reserve Bank of San Francisco

SELECTED PAST POSITIONS

Chair, OHSU Governing Board

Chair, Oregon Symphony

Chair, Council of Forest Industries

BACKGROUND AND QUALIFICATIONS

Ms. Pope, 56, 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 served from 2013 to 2017 as SVP 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 SVP 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’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.

JAMES TORGERSON

Finance and Compensation and Human Resources Committee Member

INDEPENDENT DIRECTOR SINCE 2021

EDUCATION

BBA Accounting, Cleveland State University

PUBLIC COMPANY BOARD EXPERIENCE

Rice Acquisition Corporation (current)

AVANGRID, Inc. (2015-2020)

UIL Holdings Corporation (2006-2015)

SELECTED CURRENT POSITIONS

Board of Trustees, Yale-New Haven Hospital

Board of Trustees, Yale New Haven Health System

SELECTED PAST POSITIONS

Chair, American Gas Association

Board and Executive Committee member,

Edison Electric Institute (EEI)

Co-Chair, EEI Committee on Reliability, Security

and Business Continuity

Member, Electricity Subsector Coordinating Council

BACKGROUND AND QUALIFICATIONS

Mr. Torgerson, 68, served as CEO of AVANGRID, Inc., a sustainable energy company with approximately $30 billion in assets and operations in 24 states, from 2015 until his retirement in 2020. Mr. Torgerson was president and CEO of UIL Holdings Corporation from 2006 until 2015, when it merged with Iberdrola USA to form AVANGRID. During his time at UIL Holdings, Mr. Torgerson oversaw its expansion from a regional electric utility to a diversified energy delivery company and one of the largest generators of wind electricity in the U.S., serving natural gas and electric utility customers across multiple states. Before joining UIL Holdings, Torgerson was president, CEO and director of the Midwest Independent Transmission System Operator, Inc. from 2000 to 2006. He also previously served as chief financial officer for several natural gas and electric utilities, including Puget Sound Energy and Washington Energy Company. Before transitioning to the utility industry, Mr. Torgerson served as VP of development for Diamond Shamrock Corporation, where he also held various finance and strategic planning positions. Mr. Torgerson’s qualifications to serve on our Board include his executive leadership experience and extensive knowledge of the utility industry, including clean energy development, finance and accounting, Northwest energy markets, regulation, risk management and strategic planning.

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Senior Leadership

Service in executive leadership position at a large organization

Public Company Boards

Service on the board of another public company or other significant public company experience

Finance and Accounting

Knowledge of or experience in finance, accounting, financial reporting or auditing processes and standards

Utility Operations

Experience in the management of a regulated utility

Technology and Transformation

Experience and knowledge of technology and/or business transformation

Environmental and Sustainability

Experience with environmental policy, regulation, and compliance and/or sustainability practices

Regulation and Public Policy

Experience with the regulatory or public policy process

Human Capital and Culture

Expertise in the areas of employee development, succession planning, compensation and organizational ethics

Major Capital Projects

Experience overseeing, managing or advising on large scale capital projects in the industrial sector

Risk Management and Compliance

Skills and experience with the identification, assessment and management of business or financial risk factors

Business Development and/or M&A

Experience with developing and implementing strategies for growth, including with M&A transactions

Regional Business Ties

Experience working in the business and public policy environment in which the Company operates

Gender

Racial/Ethnic Diversity

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The shareholder’s name and evidence of ownership of the Company’s common stock, including the number of shares owned and the length of time of ownership, and

The candidate’s name, resume, or listing of qualifications to be a director and consent to be named as a director nominee if selected by the Governance Committee and nominated by the Board.

A reputation for honesty, ethical conduct and sound business judgment,

Demonstration of significant accomplishment in their field,

Experience and skills in the utility industry or other areas important to the strategic direction and operation of the Company,

Availability and willingness to be diligent in fulfilling the responsibilities of Board membership, and

Freedom from conflicts of interest.

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Presiding over and managing meetings of the Board,

Approving agendas and materials for Board meetings,

Serving as the primary liaison between management and the other non-management directors,

Advising senior management on strategy and significant matters as appropriate, and

Representing the Board at the Company’s Annual Meeting of Shareholders.

Chair

Neil Nelson

Other Members

Mark Ganz

Michael Lewis (as of 1/1/2021)

Michael Millegan

Lee Pelton

Charles Shivery (retiring 4/28/21)

Meetings in 2020: 5

Average attendance: 92%

Independence/Qualifications:

•  All members are independent within the meaning of the NYSE listing standards and the Company’s Director Independence Standards.

•  All members are “financially literate” within the meaning of the NYSE listing standards.

•  Messrs. Ganz, Lewis, Nelson and Shivery are “audit committee financial experts” within the meaning of applicable SEC rules.

Key Responsibilities

•  Assists the Board in its oversight of our financial statements, independent auditors’ qualifications, independence and performance, and internal controls over financial reporting

•  Appoints and oversees the work of our registered public accounting firm

•  Reviews the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm

•  Pre-approves all audit, audit-related, tax and other services, if any, provided by the registered public accounting firm

•  Appoints and oversees the work of the Company’s Director of Internal Audit Services, reviews the performance and approves the compensation of the Internal Audit Director, and approves the Company’s annual internal audit plan and budget

•  Approves the Audit and Risk Committee Report for inclusion in the Company’s proxy statement

•  Oversees the development and implementation of the Company’s ethics and compliance programs

•  Assists the Board with the oversight of the Company’s enterprise risk management program

Chair:

Kirby Dyess

Other Members:

John Ballantine (retiring 4/28/2021)

Rodney Brown

Mark Ganz

Marie Oh Huber

Kathryn Jackson

James Torgerson

Meetings in 2020: 7

Average attendance: 100%

Independence/Qualifications:

•  All members are independent within the meaning of the NYSE listing standards and the Company’s Director Independence Standards.

Key Responsibilities

•  Evaluates the performance of the CEO and makes a recommendation regarding her compensation to the independent directors

•  Approves the compensation of the executive officers other than the CEO

•  Reviews the Company’s non-management director compensation program and recommends to the Board appropriate levels of compensation for non-management directors

•  Advises on human capital management matters, including talent management and diversity, equity and inclusion

•  Reviews succession plans for executive officers other than the CEO, either as a committee or together with the full Board

•  Reviews the Compensation Discussion and Analysis contained in the Company’s proxy statement and approves the Compensation and Human Resources Committee Report for inclusion in the proxy statement

•  Together with the other independent directors, oversees the application of the Company’s Incentive Compensation Clawback and Cancellation Policy

•  Approves severance or termination payment arrangements for executive officers

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    2021    

Chair:

Lee Pelton

Other Members:

Jack Davis

Kirby Dyess

Marie Oh Huber (as of 1/1/2021)

Neil Nelson

Meetings in 2020: 5

Average attendance: 100%

Independence/Qualifications:

•  All members are independent within the meaning of the NYSE listing standards and the Company’s Director Independence Standards.

Key Responsibilities

•  Reviews the size of the Board and recommends to the Board any appropriate changes

•  Identifies and recommends to the Board individuals qualified to serve as directors and on committees of the Board

•  Takes a leadership role in shaping our corporate governance, including the policies and practices described in our Corporate Governance Guidelines

•  Reviews environmental and social trends and recommends appropriate oversight of relevant environmental and social issues by the Board and its standing committees

•  Oversees the Company’s political spending in accordance with our Political Engagement Policy

•  Oversees the self-assessment of the Board and its standing committees

•  Reviews any Company transactions involving directors, nominees, executive officers and other “related persons” in accordance with the Company’s Related Person Transaction Policy

Chair:

Charles Shivery (retiring 4/28/2021)

Michael Lewis (effective 4/28/2021)

Other Members:*

John Ballantine (retiring 4/28/2021)

Rodney Brown

Kathryn Jackson

Michael Millegan

James Torgerson (as of 1/1/2021)

Meetings in 2020: 5

Average attendance: 92%

Independence/Qualifications:

•  All members are independent within the meaning of the NYSE listing standards and the Company’s Director Independence Standards.

Key Responsibilities

•  Reviews and recommends to the Board annual financing plans and capital and operating budgets

•  Reviews and approves or recommends to the Board certain costs for projects, initiatives, transactions and other activities within the ordinary business of the Company

•  Reviews our capital and debt structure, approves or recommends to the Board the issuance of debt, and recommends to the Board the issuance of equity

•  Reviews and recommends to the Board dividends, dividend payout goals and objectives

•  Reviews earnings forecasts

•  Assists the Board in overseeing the management of risks associated with capital projects, finance activities, credit and liquidity

•  Reviews and recommends to the Board investment policies and guidelines

•  Oversees the management of benefit plan assets

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Establishing a corporate governance framework,

Overseeing and advising management on Company strategy,

Overseeing the Company’s enterprise risk management program,

Overseeing the Company’s human capital management and corporate culture, and

Conducting Board and executive succession planning.

Independent Board Chair

Independent membership on all Board committees

All directors independent other than CEO

Executive sessions of non-management directors at all regularly scheduled Board meetings

Directors elected annually by majority vote of the shareholders

Shareholder right to act by written consent

No dual class ownership structure or “poison pill” anti-takeover defenses

No supermajority voting requirements

Robust Board and executive stock ownership guidelines (see pages 27 and 49 for details)

Active Board refreshment program (2 new directors joined the Board in 2021, with 2 not standing for reelection)

Annual Board review of succession planning and talent development for senior leadership

Regular Board training focused on significant business risks and opportunities

Annual anonymous Board and committee self-evaluations

Annual offsite Board strategy and enterprise risk session

Quarterly updates to Audit and Risk Committee on enterprise risk management program

Annual independent compensation program risk analysis

Nominating and Corporate Governance Committee oversight of corporate sustainability

FIND OUR CORPORATE GOVERNANCE GUIDELINES AND OTHER GOVERNANCE DOCUMENTS ONLINE

The Board has adopted Corporate Governance Guidelines, which, together with our articles of incorporation and bylaws, establish the governance framework for the management of the Company. Our Corporate Governance Guidelines address, among other matters, the role of our Board, Board membership criteria, director retirement policies, director independence criteria, director and officer stock ownership requirements, Board committees, and leadership development. Our Corporate Governance Guidelines, Board committee charters, and certain other corporate governance policies are available on our website at investors.portlandgeneral.com/corporate-governance. These documents are also available in print to shareholders, without charge, upon request to Portland General Electric Company at its offices at 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary.

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    2021    

HUMAN CAPITAL MANAGEMENT

Primary responsibility for overseeing the Company’s human capital management programs lies with our Compensation Committee. In addition to providing input on leadership succession planning and talent development, the Compensation Committee regularly engages with management on a broad range of human capital management topics, including health and safety, diversity and inclusion, pay equity, strategic workforce planning, employee engagement, and performance management.

In 2020, an important area of focus for our Board has been our progress towards our diversity, equity and inclusion goals. Key enhancements to our programs in this area include (i) our commitment to publish an annual Equity Report in 2021, including a snapshot of our workforce relative to Oregon (All Industry) EEO-1 data and National Utility EEO-1 data; and (ii) our inclusion, beginning in 2021, of diversity, equity and inclusion metrics in our annual cash incentive plan. To read more about our diversity, equity and inclusion programs, as well as other highlights of our human capital management programs, see page 5 of this proxy statement.

ETHICS AND COMPLIANCE

To establish the foundation of our ethics and compliance culture, the Board has adopted a Code of Business Ethics and Conduct, which all directors, officers, and employees are expected to adhere to and affirm biannually. The code covers all areas of workplace conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, and legal and regulatory compliance. In addition, our CEO, CFO, and Controller must abide by the Code of Ethics for Chief Executive and Senior Financial Officers. Employees are expected to report any violation of our ethics codes and may do so using a variety of methods, including an anonymous third-party hotline. The Audit and Risk Committee has also adopted procedures for receiving and addressing complaints regarding accounting, internal accounting controls, or auditing matters. The committee receives quarterly reports from management on key compliance metrics and employee conduct matters.

FIND OUR ETHICS CODES ONLINE

The Code of Business Ethics and Conduct and the Code of Ethics for Chief Executive and Senior Financial Officers are available on our website at investors.portlandgeneral.com/corporate-governance or in print to shareholders, without charge, upon request to Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary or by email at Ethics&Governance@pgn.com. Any amendments to either of these codes, and any waiver of the Code of Ethics for Chief Executive and Senior Financial Officers, and of certain provisions of the Code of Business Ethics and Conduct for directors, executive officers or our Controller, will be disclosed to our shareholders to the extent required by law.

Committee

Key Areas of Risk Oversight

Audit and Risk

•  Company’s governance, policies and procedures to identify, assess, manage, monitor and report on material risks

•  Material risk exposures and the Company’s programs, practices and activities designed to mitigate such risk exposures, including cybersecurity and information technology and energy and fuel trading risk

•  Quarterly reports from management on cybersecurity and information technology

•  Financial reporting and internal controls

•  Ethics and compliance and litigation (including environmental)

Compensation and Human Resources

•  Compensation plans and programs

•  Succession planning for senior leaders (other than the CEO)

•  Human capital management, including talent acquisition and retention, diversity, equity and inclusion

Finance

•  Financial risks, including operations, capital projects, cash flow, capital markets and insurance

Nominating and Corporate Governance

•  Board organization, membership and structure

•  CEO succession planning

•  Corporate governance

•  Political spending

Adoption of a new risk framework and risk appetite statement,

Consolidation of energy trading risk oversight at the management level in our Executive Risk Committee,

Enhanced risk reporting at the board level, and

Personnel additions to our enterprise risk management and Power Operations risk management teams.

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    2021    

Annual Cash and Equity Compensation

Annual Cash Retainer for Board Service

Annual Cash Retainer for Board Chair

Annual Cash Retainer for Audit and Risk Committee Chair

Annual Cash Retainer for Other Active Standing Committee Chairs

Annual Cash Retainer for Committee Service (per committee)

Grant-Date Value of Annual RSU Award

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Name

Fees Earned or

Paid in Cash

($)⁽¹⁾

All Other

Compensation
($)⁽³⁾

Total

($)

John Ballantine

Rodney Brown

Jack Davis

Kirby Dyess

Mark Ganz

Marie Oh Huber

Kathryn Jackson

Michael Millegan

Neil Nelson

Lee Pelton

Charles Shivery

Amounts in this column include all fees earned for Board and committee service, regardless of whether such amounts were deferred under the Company’s 2006 Outside Directors’ Deferred Compensation Plan.

Amounts in this column represent the aggregate grant date fair value of RSU awards made in 2020, computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, without taking into account estimated forfeitures, based on the NYSE closing price of our common stock on the grant date (April 22, 2020). As of December 31, 2020, each non-employee director held 2,218 outstanding RSUs.

This column represents amounts earned with respect to dividend equivalent rights under RSU awards that vested in 2020. The value of the dividend equivalent rights was not reflected in the Stock Awards column for the year in which the related RSUs were awarded.

Direct engagements with shareholders,

Information that comes from Company reporting or “hotlines” that are posted on our external website at portlandgeneral.com/help/connect,

Information that comes from reports submitted to our EthicsPoint website,

Information that comes via the internal and external audit processes to the Audit and Risk Committee, and

Emails sent to our dedicated Board email address (board@pgn.com).

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    2021    

2020 Named Executive Officers

Maria Pope

James Lobdell*

Lisa Kaner

John Kochavatr

Larry Bekkedahl

Compensation Discussion and Analysis Table of Contents

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    2021    

2020 Compensation Highlights

•  No annual cash incentive award for CEO, former CFO and one other senior executive

•  35% payout on 2018 PSU awards vesting in 2020, reflecting poor 2020 financial performance

•  Payout on operating and strategic metrics for some executives and non-officer employees

To attract and retain talented leaders, executive pay must be competitive.

The competitiveness of our executive pay should be measured relative to the pay practices of companies that reflect the market for executive talent in which we compete.

Other considerations, including Company performance, individual performance and pay equity, should also play a role in executive compensation decisions.

A significant portion of our executives’ pay should be “at risk” and based on Company performance relative to financial, operational and strategic goals that advance the interests of our stakeholders.

To ensure alignment with our shareholders, incentive compensation should emphasize equity-based awards.

Incentive awards should align executive pay with performance over both the short term and the long term.

Compensation programs should be designed to ensure that they do not incentivize imprudent risk-taking.