* This transcript was created by voice-to-text technology. The transcript has not been edited for errors or omissions, it is for reference only and is not the official minutes of the meeting. [00:00:03] GOOD [1. Call General Session to Order] MORNING AND WELCOME TO THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE. I AM PEGGY HAGG, COMMITTEE CHAIR AND I HEAR BROOKLYN BY CALL. THIS MEETING TO ORDER THIS MEETING IS BEING WEBCAST LIVE TO THE PUBLIC ON OUR CO'S WEBSITE. I'VE CONFIRMED THAT A QUORUM OF THE COMMITTEE IS PRESENT. THE FIRST ORDER OF [2. Notice of Public Comment, if Any] BUSINESS IS AGENDA ITEM TWO, NOTICE OF PUBLIC COMMENT, IF ANY. THIS TODAY'S MEETING WAS POSTED ON T'S WEBSITE ON FEBRUARY 2ND AND PROVIDED INSTRUCTIONS FOR THE PUBLIC TO COMMENT IN PERSON. MY UNDERSTANDING IS THAT, UH, NO ONE HAS EXPRESSED INTEREST IN COMMENTING. IS THAT STILL CORRECT, CHAD? THAT IS CORRECT. THANK YOU. NEXT [3. December 8, 2025 General Session Meeting Minutes] IS AGENDA ITEM THREE, THE DECEMBER 8TH, 2025, GENERAL SESSION MEETING MINUTES, THERE'S A DRAFT IN THE MEETING MATERIALS. DOES ANYONE HAVE ANY COMMENTS OR WISH TO MAKE A MOTION? KAT? THANK YOU, KATHLEEN. MAY 2ND. CHRIS. THANK YOU. UH, ALL IN FAVOR? AYE. ANY OPPOSED OR ABSTENTIONS? THE MOTIONS UNANIMOUSLY PASSED. [4. Annual Review of Board Committee Charters and Membership] NEXT IS AGENDA ITEM FOUR, ANNUAL REVIEW OF BOARD, COMMITTEE CHARTERS AND MEMBERSHIPS. UH, THE HRG COMMITTEE CHARTER REQUIRES AN ANNUAL REVIEW OF THE CHARTERS AND MEMBERSHIP. NO CHANGES ARE PROPOSED TO THE F AND A OR THE HUMAN HUMAN RESOURCES GOVERNMENT COMMITS COMMITTEE CHARTER. UH, THE, THERE'S A DRAFT OF REVISIONS TO THE TECHNOLOGY AND SECURITY COMMITTEE CHARTERS, WHICH WAS JUST APPROVED BY THE TNS COMMITTEE, UH, TO ADDRESS ARTIFICIAL INTELLIGENCE. UH, SINCE THE COMMITTEES, UH, ANNUAL REVIEW OF MEMBERSHIP, UH, JUST TOOK PLACE THAT NO PROPOSED CHANGES TO THE COMMITTEE MEMBERSHIP, ALTHOUGH THE BOARD CHAIR HAS DE DESIGNATED, CHRISTOPHER RUMMELL IS A CHAIR OF THE FINANCE AND AUDIT COMMITTEE. WOULD ANY COMMITTEE MEMBER LIKE TO FURTHER DISCUSS MEMBERSHIP OR THE CHARTERS? THANK YOU. [5. Election of Chief Executive Officer and Ratification of Officers for ERCOT and Special Purpose Entities] NEXT STEP IS AGENDA ITEM FIVE, ELECTION OF CHIEF EXECUTIVE OFFICER RATIFICATIONS OFFICERS, UH, FOR ERCOT, AND THEN SEPARATELY FOR THE SPECIAL PURPOSE ENTITIES. THE BYLAWS REQUIRE ANNUAL, UH, BOARD ELECTION OF ERCOT, CEO AND, AND THE RATIFICATION OF THE OFFICERS FOR AGENDA ITEM 5.1. UH, I WOULD LIKE TO ENTERTAIN A MOTION TO ONE ELECT PABLO VEGAS TO SERVE AS ERCOT PRESIDENT AND CEO FOR A TERM, UH, WHILE EMPLOYED AT ERCOT, NOT TO EXCEED ONE YEAR. AND SECONDLY, TO RATIFY THE OTHER ERCOT OFFICERS FOR 2026 FOR A TERM WHILE EMPLOYED AT ERCOT, NOT TO EXCEED ONE YEAR SET FORTH OF THE MATERIALS. SO MOVED. THANK YOU, CHRIS. UH, BENJAMIN. THANK YOU. SECOND. ALL IN FAVOR? AYE. AND ANY OPPOSED? ABSTENTIONS. THE MOTIONS THAT UNANIMOUSLY PASSED STAFF HAS ALSO RECOMMENDED THE BOARD RATIFY THE OFFICERS OF ERCOT TWO, UH, SECURITIZATION RELATED SPECIAL PURPOSE ENTITIES. THE MEETING MATERIALS LIST THE OFFICERS FOR EACH CO, UH, COMPANY FOR AGENDA ITEM 5.2. I'D LIKE TO ANNOTATE A MOTION FOR THE RATIFICATION OF THE OFFICERS OF TEXAS ELECTRIC MARKET STABILIZATION FUNDING. MLLC. THANK YOU, KATHLEEN. SECOND. THANK YOU, CHRIS. ALL IN FAVOR? AYE. ANY OPPOSED? ABSTENTIONS? HEARING NONE. THE MOTIONS UNANIMOUSLY PASS. AND SECOND, WE WILL ENTER. I'D LIKE TO ENTERTAIN A MOTION FOR THE RATIFICATION. UH, THIS IS ITEM 5.3, THE RATIFICATION, THE OFFICERS OF TEXAS ELECTRIC MARKET STABILIZATION FUNDING. NLLC. THANK YOU BENJAMIN. MOTION TO HAVE SECOND. THANK YOU, KATHLEEN. ALL IN FAVOR? AYE. ANY OPPOSED? ABSTENTIONS, THE MOTION IS UNANIMOUSLY PASSED. [6. Annual Review of Form Ethics Agreements for Directors and Employees] AGENDA ITEM SIX IS THE ANNUAL REVIEW OF FORM ETHICS AGREEMENTS FOR DIRECTORS AND EMPLOYEES. NO CHANGES ARE CURRENTLY PROPOSED. UH, BRANDON, WOULD YOU LIKE TO DIS FURTHER DISCUSS ANYTHING ON THE FORMS? YEAH, I'D JUST LIKE TO MAKE TWO NOTES THAT ARE, UM, VISIBLE UP HERE ON THE TEMPLATE. NUMBER ONE, WHEN WE HAVE AN OPPORTUNITY TO AMEND THE BYLAWS FOLLOWING THE LITIGATION THAT IS CURRENTLY GOING ON, WE INTEND TO ALIGN THE DIRECTOR FORM LANGUAGE WITH PIRA MORE SPECIFICALLY, UH, THE TERMS DIRECT AND ACTUAL, UH, SMALL CHANGE. BUT JUST WANTED TO NOTE THAT FOR THE COMMITTEE. AND THEN SECOND, WHILE BOARD APPROVAL IS NOT REQUIRED, WE WANTED TO ALERT THE COMMITTEE THAT CORPORATE STANDARD FIVE 18 UH, PROVIDES THAT EVALUATING [00:05:01] INTERNAL CONFLICTS FOR EMPLOYEES IN THE ORGANIZATION. WE LOOK AT MARKET SHARE FOR MARKET PARTICIPANTS AND THERE'S CERTAIN CIRCUMSTANCES WHERE WE CAN'T DRILL DOWN AS FAR AS WE WOULD LIKE BASED ON PUBLICLY AVAILABLE INFORMATION. AND SO WE JUST WANNA ALERT, UH, THE COMMITTEE THAT WE INTEND TO PROVIDE SOME INTERNAL GUIDANCE THAT IF THERE'S A QUESTION ABOUT MARKET SHARE, UM, FINANCIALS OF A LARGE CORPORATION THAT MAY NOT BE READILY AVAILABLE WITH RESPECT TO THEIR DISCREET PARTICIPATION IN THE MARKET, THAT WE WOULD HAVE INTERNAL GUIDANCE TO ASK QUESTIONS IN ORDER TO GET THAT INFORMATION. THERE ARE ANY COMMENTS OR QUESTIONS. OKAY. THANK YOU BRANDON. [7. Future Agenda Items] NEXT ITEM, AGENDA ITEM SEVEN, FUTURE AGENDA ITEMS. CHAD SEALEY WILL PRESENT A LOOK AHEAD AT UPCOMING MEETINGS. OKAY, YOU'LL SEE ON THE, THE NEXT SLIDE THAT TALKING TO THE COMMITTEE CHAIR HERE, THAT WE, UH, HAVE MOVED SOME OF THE ITEMS THAT WERE HEAVY LOADED IN DECEMBER INTO BETTER ALLOCATING THE RESPONSIBILITY OF THE COMMITTEE THROUGHOUT THE, THE FIVE CYCLES THAT THEY'LL HAVE THIS YEAR. SO AS WE HEAD TOWARD APRIL, UH, YOU'LL SEE THAT WE'RE GONNA BE TALKING ABOUT THE GOVERNANCE, WHICH IS THE BYLAWS AND THE CERTIFICATE FORMATION. THAT'S AN ANNUAL REQUIREMENT IN THE COMMITTEE'S CHARTER. UH, WE'LL ALSO DO OUR HUMAN RESOURCES OPERATIONS REPORT AS WELL. AND WE'VE NOTICED SOME OF THE OTHER ITEMS IN YELLOW, UH, WHERE WE'VE MOVED THEM FROM THE DECEMBER LOCATION INTO APRIL OR INTO OTHER MONTHS TO BETTER BALANCE THE COMMITTEE. AS YOU MAY RECALL THAT WE HAVE A LOT OF THINGS THAT WE WERE TACKLING IN PREVIOUS YEARS IN DECEMBER AND IT WAS MAKING IT HARD FOR THE COMMITTEE TO HAVE FULL ROBUST DISCUSSIONS. SO WE'RE KIND OF DISTRIBUTING THAT WORK THROUGHOUT THE, THE REST OF THE, THE COMMITTEE MEETINGS. DOES IT, ANYBODY HAVE ANY QUESTIONS FOR CHAD? YEAH, I THINK WE'RE ALWAYS GONNA HAVE A HEAVY DECEMBER AND FIRST MEETING OF THE YEAR, UH, IN HR AND G, BUT WE'RE TRYING TO EVEN THINGS OUT A LITTLE MORE. THANK YOU CHAD. NEXT [8. Other Business] ITEM IS AGENDA ITEM EIGHT, OTHER BUSINESS. IS THERE ANY OTHER BUSINESS ANY COMMITTEE MEMBER WISHES TO RAISE? HEARING NONE AT THIS TIME. THE COMMITTEE WILL RECESS GENERAL SESSION AND CONVENE AN EXECUTIVE SESSION. VOTING ITEMS ARE ANTICIPATED FOLLOWING EXECUTIVE SESSION. UH, SO WE WILL RECONVENE GENERAL SESSION AT THE CONCLUSION OF THE EXECUTIVE SESSION. THE, UH, GENERAL SESSION IS HEREBY ADJOURNED. READY? WE'RE GOOD TO GO. GENERAL SESSION OF THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE COMMITTEE IS NOW RECONVENED. WE HAVE SIX [9. Vote on Matters from Executive Session] VOTING ITEMS FROM EXECUTIVE SESSION THAT I'LL AND I TAKE WILL TAKE 'EM UP. AS ONE MATTER I'LL ENTERTAIN A MOTION TO RECOMMEND BOARD APPROVAL OF THE SIX PERSONNEL MATTERS DISCUSSED DURING EXECUTIVE SESSION. UNDER AGENDA ITEMS E ES 2.31 ES 2.32 ES 2.33, NO, SORRY, I TRIED TO GET IT WITHOUT LOOKING AT MY NOTES. 2.1, 2.3 0.2 2.4 0.1 IS 2.6 IS 2.7 AND IS 2.8. UH, I ENTERTAIN A MOTION. THANK YOU, KATHLEEN. IS THERE A SECOND? OKAY. THANK YOU, CHRIS. SECOND. ALL IN FAVOR? AYE. NO OPPOSED? ANY ABSTENTIONS. THE MOTIONS ARE UNANIMOUSLY PASSED. THANK YOU. THIS MEETING IS ADJOURNED. * This transcript was created by voice-to-text technology. The transcript has not been edited for errors or omissions, it is for reference only and is not the official minutes of the meeting.