Feb 03, 2025 Human Resources and Governance Committee Meeting

[1. Call General Session to Order]

[00:00:05]

GOOD AFTERNOON EVERYONE.

THIS IS PEGGY HAGG, CHAIR OF THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE.

WELCOME TO THE FEBRUARY 3RD, 2025 HR AND G MEETING.

I HEREBY CALL THIS MEETING TO ORDER.

THIS MEETING IS BEING WEBCAST LIVE TO THE PUBLIC.

ON OUR CUTS WEBSITE, I'VE CONFIRMED THAT THERE IS A QUORUM PRESENT IN PERSON.

BEFORE WE PROCEED, I'D LIKE TO HIGHLIGHT TO COMMITTEE MEMBERS THAT THE ANTITRUST ADMONITION AND SECURITY MAP ARE INCLUDED IN YOUR BOARD MATERIALS.

[2. Notice of Public Comment, if Any]

NOTICE OF PUBLIC COMMENT, IF ANY.

TODAY'S MEETING AGENDA WAS PUBLICLY POSTED ON JANUARY 27TH AND PROVIDED INSTRUCTIONS FOR THE PUBLIC TO COMMENT IN PERSON TODAY.

IT'S MY UNDERSTANDING THAT NO ONE'S EXPRESSED AN INTEREST IN INTERESTED IN, IN COMMIT COMMENTING.

IS THAT CORRECT, CHAD? THAT IS CORRECT.

CHAIR.

THANK YOU.

[3. December 2, 2024 General Session Meeting Minutes]

DECEMBER 3RD DECEMBER, EXCUSE ME.

DECEMBER 2ND, 2024.

GENERAL SESSION MEETING MINUTES.

THERE'S A DRAFT IN THE MATERIALS.

UH, DOES ANY HAVE ANYONE HAVE ANY COMMENTS OR WISH TO MAKE A MOTION? JOHN MO.

HAVE A SECOND.

I'LL SECOND.

THANK YOU, BILL.

ALL IN FAVOR A AYE AND THE IMPOSER OF ABSTENTIONS, THE MOTIONS UNANIMOUSLY HAVE PASSED.

JUST A GENERAL COMMENT.

THE REMAINDER OF THE GENERAL SESSION ITEMS ARE TYPICAL BEGINNING OF THE YEAR, UH, REQUIREMENTS THAT WE UNDERTAKE BY CHARTER AND BY THE BYLAWS.

UH, WE HAVE, UH, TWO ITEMS RELATED TO THE COMMITTEE, CHARTERS AND MEMBERSHIP.

THE, THE FIRST ITEM

[4. Annual Review of Board Committee Charters Discussion Chair and Membership]

UH, AS YOU KNOW, WE'VE GOT THREE NEW BOARD MEMBERS, WHICH GIVES US AN OPPORTUNITY TO, UH, REEVALUATE WHO IS GOING TO PARTICIPATE ON THE COMMITTEES.

SO WE WILL, UM, WE'RE IN THE PROCESS OF GETTING INFORMATION AND WE WILL, UH, PROB PROBABLY AT THE NEXT BOARD MEETING, UH, TAKE THAT UP, WHAT THE COMMITTEE ASSIGNMENTS SHOULD BE.

UH, I HAVE NOT HEARD ANY COMMENTS ABOUT, UH, RECOMMENDED CHANGES TO THE CHARTERS.

UH, DOES, DO ANY COMMITTEE MEMBERS HAVE ANY, ANY ITEMS THEY'D LIKE TO DISCUSS ON THE CHARTERS? OUR CHARTER, NOT CHANGE.

THANK YOU.

UH, THEN YEAH, LET'S GO TO THE HUMAN RESOURCES GOVERNANCE COMMITTEE CHARTER, WHICH IS ITEM 4.1.

UH, IT HASN'T BEEN BROUGHT TO MY ATTENTION THAT, THAT THERE ARE PROPOSED CHANGES FOR THAT CHARTER.

UH, DOES ANYBODY HAVE ANY ITEM ITEMS THAT THEY'D LIKE TO DISCUSS ON THE HR AND G CHARTER? OKAY, HEARING NONE.

[5. Election of Chief Executive Officer and Ratification of Officers for ERCOT and Special Purpose Entities]

THE BYLAWS REQUIRE ANNUAL BOARD ELECTION OF THE CEO AND RATIFICATION OF OFFICERS, AS IN PAST YEAR.

STAFF RECOMMENDS THAT WE ALSO RATIFY THE OFFICERS FOR TWO, UH, ACROSS TWO SECURITIZATION RELATED SPECIAL PURPOSE ENTITIES.

THE MEETING MATERIALS LIST THE OFFICERS FOR EACH COMPANY FOR AGENDA ITEM 5.1, RECOMMENDATION REGA REGARDING ELECTION OF CHIEF EXECUTIVE OFFICERS AND RATIFICATION OF OFFICERS.

I'LL ENTERTAIN A MOTION AS PRESENTED TO ELECT PABLO VEGAS TO SERVE AS PRESIDENT AND CEO FOR A TERM WHILE EMPLOYED NOT TO EXCEED ONE YEAR AND RATIFY THE OTHER OFFICERS FOR THE 2025 YEAR.

DO YOU HAVE A MOTION? ANY EVIDENCE? THANK YOU.

LINDA MOVES.

SECOND.

SECOND.

THANK YOU, BILL.

ALL IN FAVOR? AYE.

ANY OPPOSED OR ABSTENTIONS? HEARING NONE.

THE MOTION UNANIMOUSLY PASSED FOR AGENDA ITEM 5.2 RATIFICATION OF OFFICERS OF TEXAS ELECTRIC MARKET STABILIZATION FUNDING.

MLLC.

UM, I'LL ENTERTAIN A MOTION TO RATIFY THE, THE OFFICERS AS PRESENTED.

I HAVE A MOTION.

LINDA.

LINDA MOVES.

JOHN SECONDS.

ALL IN FAVOR? AYE.

ANY OPPOSED? ABSTENTION.

THE MOTIONS UNANIMOUSLY PASSED.

AND THEN FINALLY, UH, FOR AGENDA ITEM 5.3 RATIFICATION OF OFFICERS OF TEXAS ELECTRIC MARKET STABILIZATION FUNDING IN LLC.

I'LL ENTERTAIN A MOTION TO RATIFY THOSE OFFICERS AS PRESENTED.

HAVE A MOTION.

JOHN MOVES.

BILL SECONDS.

ALL

[00:05:01]

AYE.

ANY OPPOSED OR ABSTENTIONS? THE MOTIONS UNANIMOUSLY PASSED.

[6. Recommendation regarding 2026 ERCOT Board Vote Meeting Schedule and Annual Meeting of Members]

UH, WE REVIEWED THE PROPOSED SCHEDULE AND THE BOARD REVIEWED IT AT THE LAST, AT THE DECEMBER 2ND, UH, BOARD MEETING.

SO UNLESS A COMMITTEE MEMBER WOULD LIKE TO DISCUSS THOSE DATES THAT ARE IN THE BOARD MATERIALS, I ENTERTAIN A MOTION TO APPROVE THE 2026 BOARD MEETING SCHEDULE AND ANNUAL MEETING OF THE MEMBERS.

THESE ARE THE SAME AS THE ONES THAT WERE SOLICITED EARLIER? Y YES.

RIGHT.

CHAD? CHAD, YES.

YES, YES.

OKAY.

DID YOU YES, THERE'S BEEN NO CHANGES.

YEAH, I I DID WANNA HIGHLIGHT THIS.

ONE THING IS THAT, UH, WE'LL TALK ABOUT TOMORROW UNDER THE CPS UH, RMR DISCUSSION, THAT, THAT WE WOULD BE TARGETING A, A SPECIAL MEETING.

SO WE ARE GETTING THE FINAL POLL RESULTS TODAY AND WE SHOULD BE ABLE TO TALK ABOUT THE TIMING OF THAT SPECIAL MEETING, UH, TOMORROW.

JUST WANTED TO HIGHLIGHT THAT.

SO DID YOU MOVE LINDA? I MOVED.

OKAY.

AND JOHN SECOND.

UH, ALL IN FAVOR? AYE.

AYE.

ANY OPPOSED? JURISDICTION? UH, THE MOTIONS UNANIMOUSLY PASSED.

[7. Annual Review of Form Ethics Agreements for Directors and Employees]

EMPLOYEES.

NO PROPOSED CHANGES TO THE FORMS HAVE BEEN BROUGHT TO THE COMMITTEE'S ATTENTION.

BRANDON, IF YOU WOULD PLEASE BRIEFLY SUMMARIZE THE PROCESSES OUTLINED IN THE MEMO IN THE MATERIALS.

EXCUSE ME.

CERTAINLY CHAIR.

UH, WITH RESPECT TO THE DIRECTOR'S ETHICS AGREEMENT AND THE EMPLOYEE'S ETHICS AGREEMENT, DRAFTS ARE INCLUDED IN THE MEETING MATERIALS FOLLOWING SIGNATURES.

THE DIRECTOR'S AGREEMENTS WILL BE POSTED ON THE ERCOT.COM WEBSITE.

AND WITH RESPECT TO THE EMPLOYEE ETHICS AGREEMENTS, THOSE WILL BE PRESENTED AND SIGNED IN CONNECTION WITH THE ANNUAL ETHICS TRAINING THAT ERCOT EMPLOYEES UNDERGO IN AUGUST AND JULY OF THIS YEAR.

AND BRANDON, WILL YOU CIRCULATE THOSE TO THE DIRECTORS? DO HARD COPY OR ON RIGHT.

WE'LL DO HARD COPY AND YES, MA'AM.

I WILL CIRCULATE THOSE.

THANK YOU.

[8. Future Agenda Items]

THANK YOU, CHAIR.

THE NEXT COMMITTEE MEETING IS SCHEDULED FOR APRIL 7TH.

THERE ARE FIVE CHARTERED ITEMS SCHEDULED FOR DISCUSSION AT THAT TIME.

FIRST TO REVIEW AND AFFIRM THAT ERCOT BOARD OF POLICIES AND PROCEDURES REVIEW THE BOARD MEMBER COMPENSATION AND EXPENSE REIMBURSEMENT, DISCUSS ERCO T'S CORPORATE COMMUNICATION STRATEGY, A REVIEW OF THE COMPANY'S BENEFIT STRATEGIES FOR BOTH THE HEALTH AND WELFARE AND RETIREMENT PLANS.

AND FINALLY, AN UPDATE ON YEAR TO DATE ACTIVITIES FOR HR OPERATIONS AND ACTIVITIES.

THANK YOU, MARA.

[9. Other Business]

IS THERE ANY OTHER BUSINESS THAT A COMMITTEE MEMBER WISHES TO RAISE

[Convene Executive Session]

UH, WE ANTICIPATE FOUR VOTING ITEMS IN EXECUTIVE SESSION.

SO WE WILL HAVE TO RECONVENE GENERAL SESSION, UH, FOLLOWING THE CONCLUSION OF THE EXECUTIVE SESSION.

THE GENERAL SESSION IS RECESSED

[Reconvene General Session]

SO I'LL, I'LL STOP THERE.

[10. Vote on Matters from Executive Session]

I'LL ENTERTAIN A MOTION TO RECOMMEND THAT THE COMMITTEE, UH, RECOMMEND TO THE BOARD APPROVAL OF THE THREE PERSONNEL ITEMS, UH, DISCUSSED DURING EXECUTIVE SESSION UNDER A AGENDA ITEMS ES 2.2 ES 2.3 AND ES 2.4 0.2.

UH, DO I HAVE A MOTION? I'LL MOVE IT.

THANK YOU, JOHN.

SECOND.

SECOND, BILL.

THANK YOU FOR THE SECOND.

ALL IN FAVOR? AYE.

ANY OPPOSED? ASCENSIONS, THE MOTIONS UNANIMOUSLY LEE PASSED.

I'LL NOW ENTERTAIN A MOTION TO RECOMMEND BOARD APPROVAL OF THE PERSONNEL ITEM DISCUSSED DURING EXECUTIVE SESSION UNDER ES 2.5 IS PRESENTED IN THE MATERIALS AND IS MODIFIED DURING THE DISCUSSION.

UM, IS THERE A MOTION? I'LL MOVE IT.

THANK YOU, LINDA.

IS THERE A SECOND? A SECOND.

JOHN.

THANK YOU.

ALL IN FAVOR? AYE.

AYE.

ANY OPPOSED? ABSTENTIONS.

THE MOTIONS UNANIMOUSLY PASSED.

UH, THE MEETING

[00:10:01]

THANK YOU.