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GOOD MORNING.[1. Call General Session to Order]
IS PEGGY HAGG, CHAIR OF THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE.I HEREBY CALL TO ORDER THE MEETING OF THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE.
THIS MEETING'S BEING WEBCAST LIVE TO THE PUBLIC ON ERCOT WEBSITE.
I HAVE CONFIRMED THAT A COURT IS PRESENT AS, UH, JOHN SWENSEN MENTIONED IN THE, UH, TNS MEETING.
UH, WE'RE FORTUNATE TO HAVE THREE NEW BOARD MEMBERS TO THE ERCOT BOARD, AND AS A RESULT, UH, OF THAT, WE'VE MADE SOME ADJUSTMENTS TO THE COMMITTEES.
UH, I'D LIKE TO WELCOME THREE NEW HUMAN RESOURCES AND GOVERNANCE COMMITTEE MEMBERS.
SO WE HAVE A, A, A NEW, UH, UH, HR AND G MEETING, UH, MEMBERSHIP.
UH, WE GOT BEN BARKLEY, CHRIS RUMMEL, AND KATHLEEN MCALLISTER.
UH, BEN'S BEEN ON THE BOARD, UH, CHRIS AND KATHLEEN, OUR NEW BOARD MEMBERS, BUT THEY HAVE A WEALTH OF HUMAN RESOURCES AND THE GOVERNANCE COMMITTEE.
SO WELCOME AND WE LOOK FORWARD TO WORKING WITH, TOGETHER WITH YOU.
UH, WE DON'T HAVE PUC MEMBERS, SO WE DON'T NEED TO CALL A, UH, PUC MEETING AT THIS TIME.
BEFORE WE PROCEED, I'D LIKE TO HIGHLIGHT THAT THE ANTITRUST AND ADMISSION AND SECURITY MAP ARE INCLUDED WITH THE POSTED MATERIALS IN, UH, UP ON THE SCREEN.
THE FIRST ORDER OF BUSINESS IS ITEM TWO.
NOTICE OF PUBLIC COMMENT, IF ANY.
TODAY'S MEETING AGENDA WAS POSTED PUBLICLY ON SEPTEMBER 15TH AND PROVIDED INSTRUCTIONS FOR THE PUBLIC TO COMMENT IN PERSON.
UH, IT'S MY UNDERSTANDING THAT NO ONE HAS, UH, EXPRESSED INTEREST IN COMMENT.
AND IS THAT STILL CORRECT, CHAD? THAT IS CORRECT.
[3. June 23, 2025 General Session Meeting Minutes]
ITEM THREE, THE JUNE 23RD, 2025, GENERAL SESSION MEETING MINUTES.THERE'S A DRAFT IN MEETING MATERIALS.
AND, UH, GIVEN THAT THIS IS, UH, A NEWLY CONSTITUTED HR AND G, UH, COMMITTEE, UH, CHAD, DO YOU WANNA ADDRESS THE APPROVAL OF THE MINUTES? SURE.
UM, THE COMMITTEE CAN STILL TAKE A VOTE ON IT IF YOU BELIEVE IT ACCURATELY REPRESENTS THE, THE DISCUSSIONS FOR THE PREVIOUS MEETING.
IF Y'ALL HAVE HAD AN OPPORTUNITY TO, UH, REVIEW THAT, IF NOT, THEN, AND WE DON'T HAVE ENOUGH VOTES TO MOVE THAT FORWARD, THEN WE CAN OBVIOUSLY RECORD THEM AS, UM, MINUTES THAT DID NOT RECEIVE A VOTE FOR THE CORPORATE MEMBER BECAUSE OF THE CHANGE IN COMMITTEE STRUCTURE.
SO IT'S REALLY AT THE, WHETHER THE NEW BOARD MEMBERS HAD A CHANCE TO, TO REVIEW THEM AND, AND WE'RE ABLE TO SEE THE, THE LAST HR AND G GENERAL SESSION MEETING FROM, FROM JUNE.
CHRIS, YOU HAVE A COMMENT? YEAH, I THINK REVIEWING IS ONE THING, BUT DETERMINING THEIR ACCURACY THROUGH THE MEETING, I HAVE NO WAY.
SO I WOULD PREFER THAT WE, WE DON'T YEAH, THAT, THAT MAKES SENSE.
SO I GUESS THEN FOR IF, IF YOU GUYS AGREE, THE TWO NEW BOARD MEMBERS, UH, UH, FOR THE RECORD, THEN I'D LIKE TO REFLECT THE FACT THAT I WAS AT THE MEETING AND I REVIEWED THE MINUTES AND, AND THEY, UH, ACCURATELY REFLECT, UH, WHAT TRANSPIRED THE JUNE 23RD.
I REVIEWED 'EM AND I WAS HERE, BUT I, I'M NOT A VOTING MEMBER, BUT THEY SEEMED ACCURATE TO ME AS WELL.
THEN WE'LL RECORD 'EM AS NON-VOTING MEETING MINUTES FOR THE JUNE CYCLE.
[4. Notice of Annual Committee Self-Evaluation Questionnaire]
AGENDA ITEM FOUR, NOTICE OF ANNUAL COMMITTEE SELF-EVALUATION QUESTIONNAIRE.UH, THE COMMITTEE REVIEWED THE SURVEY FORM DURING OUR JUNE 23RD, 2025, UH, MEETING.
AND THIS IS, WE HAVE A SURVEY FORM FOR COMMITTEE EVALUATIONS THAT WE PRETTY MUCH, IT'S PRETTY SIMILAR.
IT MIGHT BE IDENTICAL ACROSS THE COMMITTEES.
UH, THE PLAN IS THAT ERCOT STAFF WILL ELECTRONICALLY ADMINISTER THE QUESTIONNAIRE, UH, FOLLOWING TODAY'S MEETING, AND THE COMMITTEE WILL REVIEW THE RESULTS DURING THE DECEMBER HR AND G MEETING, SINCE THE NEW COMMITTEE MEMBERS WILL HAVE ONLY BEEN ON THE COMMITTEE FOR TODAY.
UH, YOU, YOU KNOW, I, I THINK WE, WE DISCUSSED AT THE LAST COMMITTEE MEETING, BILL, THAT, UH, WE'D LEAVE IT UP TO YOU WHETHER YOU WANT TO, UH, PARTICIPATE IN THAT SELF EVALUATION OR NOT.
UM, AND I ASSUME WE WILL BE SENDING IT, UH, TO THE PRIOR COMMITTEE MEMBERS, UH, TO GET THEIR INPUT.
SO IF ANYBODY HAS ANY COMMENTS ON THE, UH, QUESTIONNAIRE, UH, WE'D LIKE TO GET THOSE IN RIGHT AWAY SO THAT WE CAN, UH, UH, SUBMIT THE, THE REQUEST TO THE, UH, COMMITTEE MEMBERS.
AND WE WANTED TO GET THE SURVEY RESULTS BACK BY OCTOBER 31ST.
DOES ANYBODY HAVE ANY FURTHER FEEDBACK OR QUESTIONS REGARDING THAT? OKAY, THANK YOU.
[5. Review Conflict of Interest Disclosures Submitted by Employees and Directors]
ITEM IS AGENDA ITEM FIVE, REVIEW, CONFLICT OF INTEREST DISCLOSURE SUBMITTED BY EMPLOYEES AND DIRECTORS.[00:05:02]
BRANDON AND, UH, BRANDON'S MEETINGS.TWO OF YOU FOR THE FIRST TIME.
BRANDON, YOU MAY HAVE DEALT WITH HIM IN SOME OF THE TRAINING OR ONBOARDING, UH, BUT BRANDON IS IN, UH, CHAD'S GROUP.
I HAVE TO LOOK AT YOUR TITLE, VICE PRESIDENT, LEGAL AND COMPLIANCE, AND ASSISTANT CORPORATE SECRETARY.
GOOD MORNING COMMITTEE MEMBERS.
THE COMMITTEE CHARTER REVIEWS, UH, REQUIRES EVERY PERIOD ON A PERIODIC BASIS.
THE COMMITTEE REVIEW THE ETHICS, UH, POTENTIAL CONFLICTS OF INTEREST DISCLOSURES THAT ARE MADE NOT ONLY BY BOARD MEMBERS, BUT ALSO BY ERCOT EMPLOYEES.
THE COMMITTEE LAST REVIEWED CONFLICTS OF INTEREST DISCLOSURES IN JUNE OF 2024.
THIS COMMITTEE REVIEWED THE ETHICS AGREEMENT THAT ERCOT WILL USE AS PART OF ITS ANNUAL ETHICS TRAINING COMING UP THIS OCTOBER, 2025.
SINCE THE 2024 REVIEW, NO BOARD MEMBER HAS IDENTIFIED OR DISCLOSED A POTENTIAL CONFLICT OF INTEREST, WHICH REQUIRED RECUSAL FROM VOTING ON ANY MATTER BEFORE THE BOARD.
AND THIS SLIDE HIGHLIGHTS ESSENTIALLY THE REQUIREMENTS APPLICABLE TO BOARD OF DIRECTORS, UH, IN CONTEXT IN, UH, CONNECTION WITH DISCLOSING CONFLICTS OF INTEREST.
AND AGAIN, SINCE 2024, THERE HAS BEEN NO ACTIVITY WITH RESPECT TO ERCOT EMPLOYEE CONFLICTS OF INTEREST DISCLOSURES EACH YEAR.
AS PART OF ITS ANNUAL ETHICS, UH, TRAINING AND AFFIRMATION OF THE ETHICS AGREEMENT, ERCOT EMPLOYEES HAVE THE OPPORTUNITY TO DISCLOSE POTENTIAL CONFLICTS.
LAST YEAR, UH, IN THE LAST YEAR SINCE THE 2024 REVIEW, 76 EMPLOYEES DISCLOSED POTENTIAL CONFLICTS IN WORKDAY.
THAT'S ROUGHLY IN LINE WITH 2020 THREE'S NUMBER, UM, WHICH WAS 79.
AND THE ERCOT LEGAL DEPARTMENT IN RESPONSE TO THOSE POTENTIAL CONFLICTS, UH, DOES AN ANALYSIS AND ADDRESSES EACH OF THOSE CONFLICTS.
IT DID SO DURING THE 2024 YEAR, AND IT WILL DO SO IN DURING THE 2025 CONFLICTS PERIOD.
100% OF ERCOT EMPLOYEES HAVE COMPLETED ETHICS TRAINING.
THEIR SIGNED THEIR ETHICS AGREEMENT AND HAD THE OPPORTUNITY TO, UH, DISCLOSE CONFLICTS AND ATTEST THAT THEY'RE NOT ENGAGED IN OUTSIDE UNAUTHORIZED OUTSIDE EMPLOYMENT.
AND WITH THAT, I'D BE HAPPY TO ADDRESS ANY QUESTIONS.
BRANDON, UH, IF I RECALL LAST YEAR, THE, THE EMPLOYEES THAT DISCLOSED A POTENTIAL CONFLICT FOR THE MOST PART WERE, UH, THEY HAD SPOUSES THAT WORKED FOR A CONTRACTOR OR A MARKET PARTICIPANT.
IS THAT STILL THE CASE? THAT'S WHAT, THAT IS STILL THE CASE.
A LOT OF THESE ARE REPEATS BECAUSE EMPLOYEES ARE, UH, REQUIRED TO DO IT EVERY YEAR.
AND SO THAT'S WHY YOU SEE, YOU KNOW, PROBABLY A SIMILAR NUMBER, BUT YES, AN EMPLOYEE THAT WORKS FOR A VENDOR, AN EMPLOYEE THAT MAY BE ASSOCIATED WITH A MARKET PARTICIPANT, AND EACH OF THOSE CONFLICTS, DEPENDING ON THE NATURE, IS LEGALLY EVALUATED BY THE LEGAL DEPARTMENT AND ADDRESSED, BE THAT AN ADMONITION OR OTHER ACTION, UH, NOT AN EMPLOYEE THAT WORKS FOR A VENDOR, AN EMPLOYEE RELATIVE, RIGHT? THAT'S CORRECT.
DOES ANYBODY HAVE ANY COMMENTS OR QUESTIONS FOR BRANDON? THANK YOU.
UH, BRANDON, IF YOU COULD GO AHEAD AND DISPLAY THE NEXT PRESENTATION.
[6. 2027 ERCOT Board Meeting and Annual Meeting Schedule]
LIKE TO TAKE UP AGENDA ITEM 6 20 27 ERCOT BOARD MEETING AND ANNUAL MEETING SCHEDULE STAFF SURVEY SURVEYED, UH, BOARD MEMBERS FOR POTENTIAL DATES TO MEET IN 2027.THE COMMITTEE AND BOARD PLAN TO VOTE ON THE PROPOSED 2027 MEETING DATES DURING OUR DECEMBER 8TH AND NINTH, UH, COMMITTEE MEETING, COMMITTEE AND BOARD MEETINGS.
THE PROPOSED DATES ARE FEBRUARY 8TH AND NINTH, APRIL 12TH AND 13TH.
JUNE 21, 22, SEPTEMBER, 2021, DECEMBER 6TH AND 27.
AND AGAIN, THIS IS FOR 2027, UH, J UH, WITH THE ANNUAL MEETING BEING ON DECEMBER 6TH.
CHAD, DO YOU HAVE ANYTHING TO ADD? THE ONLY THING I WOULD ADD IS THAT WHEN WE OBVIOUSLY PUT THESE DATES TOGETHER, WE'RE LOOKING AT ANY HOLIDAYS THAT IT DOESN'T CONFLICT WITH ANY HOLIDAYS IN 2027 OR ANY, ANY INDUSTRY ASSOCIATION, UH, MEETINGS.
WE KNOW EVERY YEAR THERE'S AN ASSOCIATION MEETING THAT'S RATHER LARGE WITH OUR INDUSTRY, THE GULF COAST POWER ASSOCIATION.
AND SO WE WERE ABLE TO TAKE THAT INTO CONSIDERATION HERE THAT THERE'S NO CONFLICTS WITH THESE DATES THAT ARE BEING OFFERED TO THE BOARD FOR CONSIDERATION.
SO THE PROCESS WILL BE AT THE NEXT HR AND G COMMITTEE MEETING.
WE, WE WILL RECOMMEND TO THE BOARD TO APPROVE THESE DATES, OR THAT IS CORRECT.
IT'LL, IT'LL BE A RECOMMENDATION FROM THE COMMITTEE TO THE BOARD.
AND THEN, UH, IF THERE'S NO OBJECTIONS FROM ANY BOARD MEMBERS BETWEEN NOW AND THEN, WE'LL GO AHEAD AND GET SOME PLACEHOLDERS OUT SO YOU CAN HAVE YOUR HAVE IT BLOCKED ON YOUR CALENDAR.
DOES ANYBODY HAVE ANY COMMENTS? JED? UH, WHAT IS OUR REQUIREMENT
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FOR OUR ANNUAL FILING? WHAT, IS THERE A DEADLINE DATE BASED ON THE, THAT'S DIFFERENT THAN OTHER NONPROFITS? BASED ON OUR SIZE AND SCALE? ARE YOU TALKING ABOUT THE ANNUAL MEETING OR NO, OUR FILINGS, OUR ANNUAL, UH, IT'S THE NINE 90.UM, YES, WE, I MEAN IT'S JUST LIKE ALL OTHER KIND OF NONPROFITS, BUT WE'RE ALLOWED TO ASK FOR AN EXTENSION IF WE NEED TO.
SO WE USUALLY BRING FORWARD THE NINE 90 FOR REVIEW TO THE BOARD AS PART OF EXECUTIVE SESSION.
I THINK RICHARD CAN TALK MORE SPECIFICALLY ABOUT THE, THE TIMELINE.
YEAH, WE BROUGHT THAT FOR REVIEW IN JUNE, AND WE'LL BE FILING THAT BEFORE THE NOVEMBER DEADLINE.
SO THE DATES ARE FINE, CORRECT? YES.
BUT TO, TO THE, TO THE QUESTION YOU ASKED, WE HAVE, WE HAVE NO DIFFERENCE THAN ANY OTHER TYPICAL NONPROFIT.
[7. Future Agenda Items]
AGENDA, ITEM SEVEN F YOUR AGENDA ITEMS. MA SPAC IS PRESENTING AND MARA JUST GIVES US AN ALL OF OUR COMMITTEES.WE GET AN OVERVIEW OF WHAT'S COMING UP ON THE CALENDAR.
MORRIS SPAC, VICE PRESIDENT OF HR HERE AT ERCOT, AND I WANNA EXTEND A WELCOME TO THE NEW COMMITTEE MEMBERS.
I LOOK FORWARD TO WORKING WITH EACH OF YOU.
THE NEXT COMMITTEE MEETING IS SCHEDULED FOR DECEMBER 3RD, AND THERE ARE QUITE A FEW ITEMS UP FOR DISCUSSION AT THAT TIME.
AND THOSE INCLUDE ANNUAL SELF-EVALUATIONS, REVIEW OF THE CERTIFICATE OF FORMATION AND BYLAWS, REVIEW THE FREQUENCY OF MEETINGS, ASSESSMENT OF THE BOARD, BOARD MEMBERS COMMITTEE STRUCTURE AND MEMBERSHIP OF BOARD COMMITTEES, Q4, Q4, ANNUAL SELF-EVALUATIONS OF THE BOARD COMMITTEES, DISCUSSION ON CEO COMPENSATION, AS WELL AS A DISCUSSION ON ERCOT STRATEGIC PLAN.
WE'LL REVIEW THE COMPANY'S CORPORATE AND CRISIS COMMUNICATION STRATEGIES, AND WE'LL ALSO CONTINUE DISCUSSIONS ON EXECUTIVE COMPENSATION AND SUCCESSION PLANNING ACTIVITIES AT ERCOT.
AND THEN FINALLY, YOU'LL HEAR FROM ME FOR THE BIANNUAL HR OPERATIONS REPORT.
UH, THE LAST ITEM BEFORE WE MOVE INTO EXECUTIVE SESSION IS AGENDA ITEM EIGHT, OTHER BUSINESS.
IS THERE ANY OTHER BUSINESS, ANY COMMIT COMMITTEE MEMBER WISHES TO RAISE? HEARING NONE AT THIS TIME.
[Convene Executive Session]
WE'LL RECESS GENERAL SESSION AND CONVENE AN EXECUTIVE SESSION.WE ANTICIPATE THREE VOTING ITEMS, UH, FOLLOWING EXECUTIVE EXECUTIVE SESSION.
SO GENERAL SESSION WILL RECONVENE FOLLOWING THE CONCLUSION OF THE EXECUTIVE SESSION.
GENERAL SESSION IS HEREBY RECESSED.
THE GENERAL SECTION OF THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE IS NOW RECONVENE.
[9. Vote on Matters from Executive Session]
HAVE ONE VOTING ITEM FROM EXECUTIVE SESSION, UH, BOARD APPROVAL OF THE PERSONNEL MATTER DISCUSSED DURING EXECUTIVE SESSION.UNDER ITEM AGENDA ITEM ES 2.6.
ANY OPPOSED OR ABSTENTIONS? THE MOTIONS OF UNANIMOUSLY PASSED.
THIS MEETING IS NOW ADJOURNED.