Sep 14, 2026 Human Resources and Governance Committee Meeting

GOOD MORNING. WELCOME TO THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE.

[1. Call General Session to Order]

[00:00:04]

THIS MEETING IS BEING WEBCAST LIVE TO THE PUBLIC ON OUR WEBSITE.

I'VE CONFIRMED THAT A QUORUM IS PRESENT IN PERSON.

DO YOU KNOW, BEFORE WE PROCEED, I'D LIKE TO HIGHLIGHT THE ANTITRUST ADMONITION AND THE EVACUATION PLAN THAT'S INCLUDED WITH THE POSTED MATERIALS. THE FIRST ORDER OF BUSINESS AGENDA.

ITEM TWO. NOTICE OF PUBLIC COMMENT, IF ANY. TODAY'S MEETING WAS POSTED PUBLICLY ON SEPTEMBER 4TH AND PROVIDED INSTRUCTIONS FOR PUBLIC PARTICIPATION. TO DATE, NO ONE HAS EXPRESSED AN INTEREST IN COMMENTING THIS.

MY UNDERSTANDING IS THAT STILL CORRECT, CHAD.

YES, CHAIR, THAT IS CORRECT. THANK YOU. NEXT IS AGENDA ITEM THREE, THE JUNE 1ST, 2026 GENERAL SESSION MEETING,

[3. June 1, 2026 General Session Meeting Minutes]

DOES ANYONE HAVE ANY COMMENTS OR WISH TO MAKE A MOTION? CHRIS. CHRIS MOVES. IS THERE A SECOND? BENJAMIN.

SECONDS. ALL IN FAVOR? AYE. ANY OPPOSED? THE MOTION IS UNANIMOUSLY PASSED.

BEFORE TURNING TO AGENDA ITEM FOUR, I WANT TO WELCOME MAHESH, PUDUCHERRY URQUHART'S NEW CHIEF PEOPLE OFFICER,

[Additional Item]

MAHESH, WE'RE VERY EXCITED TO HAVE YOU ON BOARD.

WE'RE EXCITED TO HAVE ALL YOUR HUMAN RESOURCES EXPERIENCE.

AND IF YOU WOULDN'T MIND, I PROBABLY WOULDN'T DO IT.

YOU SERVICE IF YOU'D JUST TAKE JUST A MINUTE AND GIVE THE AUDIENCE AN IDEA OF YOUR BACKGROUND.

YEAH. THANK YOU. PEGGY. GOOD MORNING EVERYONE.

MAHESH, PUDUCHERRY. I JOINED JUST ABOUT TWO MONTHS BACK.

I'VE COME WITH ABOUT 30 PLUS EXPERIENCE IN THE BROADER ENERGY INDUSTRY.

SPENT ABOUT 20 YEARS WITH HALLIBURTON, ANOTHER SUBSEA COMPANY.

EXCITED TO BE HERE. LOTS OF OPPORTUNITY. AND WE'VE HIT THE GROUND RUNNING LIKE ALREADY.

SO YEAH THANK YOU, THANK YOU. AND HE HAS HIT THE GROUND RUNNING.

WE'RE LOOKING FORWARD TO SEEING THE BENEFITS OF YOUR EXPERIENCE. THIS LEADS TO AGENDA ITEM FOUR RECOMMENDATION REGARDING RATIFICATION OF OFFICER.

[4. Recommendation regarding Ratification of Officer]

THE NEXT ITEM IS AGENDA ITEM FIVE. ANNUAL COMMUNICATIONS.

[5. Annual Communications Overview]

GOOD MORNING. TODAY I'M GOING TO GIVE A BRIEF UPDATE ON COMMUNICATION ACTIVITIES FOR 2026, INCLUDING CRISIS COMMUNICATION. WE'LL ALSO PROVIDE PERFORMANCE ANALYTICS AND TRENDS ACROSS OUR SOCIAL MEDIA PLATFORMS. KEY TAKEAWAYS OUR COMMUNICATION STRATEGY CONTINUES TO BE CENTERED ON DELIVERING CLEAR, CONSISTENT AND IMPACTFUL INFORMATION INTERNALLY AND EXTERNALLY.

AND WE CONTINUE TO USE DATA AND ANALYTICS TO DETERMINE THE EFFECTIVENESS OF OUR COMMUNICATION STRATEGY.

ALWAYS LOOKING FOR WAYS TO EXPAND, IMPROVE AND ADJUST HOW AND WHAT WE COMMUNICATE ACROSS OUR MEDIA CHANNELS.

FIRST, AN UPDATE ON ERCOT.COM. DESIGN. REDESIGN IS ON TRACK.

THE SITE FRAMEWORK AND INITIAL LANDING PAGES ARE DEPLOYED IN OUR USER FRIENDLY TESTER ENVIRONMENT, AND WE HAVE NEARLY 100 VOLUNTEERS FROM DIVERSE STAKEHOLDER GROUPS THAT HAVE COMMITTED TO OUR TESTING SESSION SCHEDULED FOR THE LAST WEEK OF DECEMBER.

SO ON TRACK AND WE ARE GETTING THAT PUBLIC INPUT THAT WE'VE TALKED ABOUT IN THE PAST.

AND WE HAVE REALLY GOOD DIVERSE GROUP OF STAKEHOLDERS FOR THIS INITIAL TESTING.

THE SECOND TEXANS UPDATE OUR TEXAS ADVISORY NOTIFICATION SYSTEM, WHICH IS AN UPDATE AND REFRESH.

THIS WAS LAUNCHED AS A NON-EMERGENCY NOTIFICATION SYSTEM TO INFORM THE PUBLIC OF INCREASED DEMAND ON THE GRID CONSISTED OF A WEATHER WATCH CONSERVATION NOTICE CONSERVATION APPEAL. IT WAS A WAY TO GET IN FRONT OF POTENTIAL ISSUES DISTRIBUTED VIA EMAIL,

[00:05:08]

THE ISSUE WE HAD WAS THAT EMERGENCY NOTIFICATIONS WERE SENT VIA A SEPARATE LIST AND A SEPARATE SIGN UP WITH THE REFRESH OF TEXANS.

THIS WILL NOW BE A ONE STOP SIGN UP. SIGN UP FOR ALL NOTIFICATIONS FROM NON-EMERGENCY THROUGH EMERGENCY ALERTS.

AND FOR THE FIRST TIME, WE'LL BE OFFERING TEXTING AS A CAPABILITY, MUCH MORE SIMPLIFIED SYSTEM AND AN EXAMPLE OF HOW WE'RE ALWAYS LOOKING FOR WAYS TO IMPROVE OUR COMMUNICATION EFFORTS. THE WEEKLY UPDATE WAS SOMETHING WE LAUNCHED RECENTLY.

IT'S A NEW COMMUNICATION RESOURCE TO INFORM THE PUBLIC ON GREAT CONDITIONS POSTED ON OUR SOCIAL MEDIA CHANNELS.

IT REALLY JUST GIVES A BRIEF UPDATE ON GRID CONDITIONS, THE WEATHER OUTLOOK FOR THE WEEK, AND WE POST EVERY MONDAY AROUND 11:00 AGAIN ON ALL OF OUR SOCIAL MEDIA CHANNELS.

22 2026 STATE OF THE GRID ANNUAL REPORT WE LAUNCHED IN 2024.

WE'RE IN THE PLANNING STAGES AND LOOKING TO DISTRIBUTE APRIL OF 2027 NEXT YEAR.

THE INNOVATION SUMMIT WE HAD THIS YEAR ON MARCH 31ST, ALREADY IN THE PLANNING STAGES FOR THE NEXT SUMMIT ON APRIL 15TH, 2027. WE'VE SEEN STEADY GROWTH IN 2024. WE HAD 300 ATTENDEES.

2025, 447 AND 2026. WE HAD 556, SO WE'VE HAD STEADY INCREASE IN PARTICIPATION.

THAT DOESN'T INCLUDE VIRTUAL ATTENDEES, WHICH HOVERED AROUND THE 200 VIRTUALLY TUNING IN.

CRISIS PREPAREDNESS IS ALWAYS A PRIORITY. I KNOW CHAD GAVE A UPDATE AT THE LAST BOARD MEETING.

SINCE THEN, WE'VE HAD CONTINUED WORK TO IMPROVE OUR CRISIS PREPAREDNESS.

WE HELD AN EXECUTIVE TEAM WORKSHOP THAT OUTLINED VULNERABILITIES.

WE'RE DEVELOPING AN INITIAL HEAT MAP TO IDENTIFY AND TRACK EMERGING ISSUES.

CONTINUING TO DEVELOP CRISIS PLAYBOOKS BY VULNERABILITY LISTENING COMMAND CENTER IS STILL UNDER DEVELOPMENT, AND THAT SHOULD BE LAUNCHED ON THE NEXT WEEK OR SO.

AND THEN WE HAVE A CRISIS DRILL THAT WE'RE PLANNING WITH THE EXECUTIVE TEAM IN DECEMBER.

THOUGHT LEADERSHIP. SPEAKERS BUREAU CONTINUING TO SEE AN INCREASE IN THE NUMBER OF ERCOT SPEAKING ENGAGEMENTS WITH EXECUTIVES AND SUBJECT MATTER EXPERTS.

IN 2025, WE HAD 170 SPEAKING ENGAGEMENTS. THIS YEAR, WE'RE ON TRACK.

CLOSE TO 200 SPEAKING ENGAGEMENTS CONTINUE TO BE AN OPPORTUNITY TO ESTABLISH ERCOT EXPERTISE NOT ONLY IN TEXAS, BUT AROUND THE COUNTRY. WE'RE ALSO SEEING AN INCREASE IN WHITE PAPERS THAT SUBJECT MATTER EXPERTS ARE PUBLISHING.

WE'RE DEVELOPING A PROCESS TO LOOK AT THOSE MORE SUBJECT MATTER EXPERTS IN COORDINATION WITH THEIR SPEAKING ENGAGEMENTS, OR WANTING TO PUBLISH WHITE PAPERS ON VARIOUS TOPICS.

AND THOSE ARE IN ADDITION TO THE GRID RESEARCH, INNOVATION, TRANSFORMATION GRID, WHITE PAPERS THAT WE CURRENTLY HAVE POSTED ON OUR WEBSITE. WE'RE ALSO JUST FINALIZING OUR MEDIA AUDIT.

WE'VE BEEN TALKING WITH REPORTERS WHO COVER ERCOT TO GET THEIR FEEDBACK.

RECOGNIZING THE ROLE WE PLAY AND THE ROLE THE MEDIA PLAYS IN EXPLAINING WHAT WE DO.

MAKING SURE THE INFORMATION WE ARE DISTRIBUTING IS HELPFUL AND MAKING SURE WE ARE ACCESSIBLE IN ANSWERING QUESTIONS.

THE INITIAL FEEDBACK WE'VE RECEIVED IS REALLY MORE ACCESS TO EXECUTIVES AND SUBJECT MATTER EXPERTS.

AND SOMETHING WE'RE LOOKING INTO WITH DOING MEDIA ROUNDTABLES WITH THE PRESS, MAYBE ON A QUARTERLY BASIS WITH SOME OF THE SUBJECT MATTER EXPERTS AND EXECUTIVES GOING FORWARD. AND OF COURSE, UTILIZING MEDIA AND ANALYTICS, WHICH WE'LL GO INTO A LITTLE MORE CLOSELY USING THE MEDIA AND METRICS AND ANALYTICS TO GAUGE HOW WE'RE DOING. KEY TAKEAWAYS. CORPORATE COMMUNICATION IS FOCUSED ON UTILIZING EXISTING AND NEW COMMUNICATION CHANNELS TO EFFECTIVELY, EFFICIENTLY, AND CLEARLY COMMUNICATE WITH OUR EXTERNAL AND INTERNAL STAKEHOLDERS.

MARK. YES. MAYBE JUST A QUICK, QUICK QUESTION FOR YOU.

DURING THE JULY PERIODS WHERE WE WERE HAVING VERY HIGH.

LOAD, DO WE HAVE ANY ANALYTICS AROUND HOW MUCH INTEREST WE HAD IN OUR SOCIAL MEDIA, OUR ERCOT.COM? AND DID ANYTHING EVER APPROACH SORT OF OUR CAPACITIES TO, YOU KNOW, FOR FOR USERS? WE'RE GOING TO GO OVER SOCIAL MEDIA ANALYTICS IN A SECOND. BUT WE HAVE SEEN AN INCREASE IN REALLY ON SOCIAL MEDIA, THE WEATHER EVENTS, THE LOAD REALLY DRIVE SOCIAL MEDIA INTERACTION.

SO WE DO SEE AN UPTICK WHEN THERE'S HIGH DEMAND AND WEATHER EVENTS, ESPECIALLY ON OUR SOCIAL MEDIA SITES ON ESPECIALLY ON X, WE SEE ACTUALLY PEOPLE COMING ON AND OFF MORE WHEN THEY'LL SIGN UP FOR X TO FOLLOW ERCOT, MUCH MORE WHEN THERE'S HIGH DEMAND AND THEN

[00:10:08]

SORRY. AND WITH OUR WEBSITE, WE WE HAVE THE CAPACITY TO HANDLE THE DEMAND THAT COMES IN.

YES, OUR DASHBOARDS HAVE REALLY BECOME THE SOURCE OF INFORMATION FOR A LOT OF THE PUBLIC AND STAKEHOLDERS.

I MEAN, WE CAN TRACK AND WE'VE NEVER HAD A PROBLEM WITH TOO MUCH TOO MUCH TRAFFIC COMING IN.

SOMETHING WE'RE REALLY EXCITED ABOUT IS THE ANNOUNCE OF THE ERCOT PODCAST.

ONE MORE COMMUNICATION RESOURCE WE'LL BE UTILIZING TO REACH THE PUBLIC AND STAKEHOLDERS.

IT WILL GIVE THE PUBLIC AN INSIDE LOOK AT HOW THEIR GRID OPERATES.

WE'LL BE USING THE PODCAST THE SAME WAY WE'RE USING OUR SOCIAL MEDIA CHANNELS.

PUBLICATIONS LIKE GRID INSIGHTS, TRENDING TOPICS, AND THE STATE OF THE GRID REPORT, THE WEEKLY GRID UPDATE, TEXANS, THE ERCOT APP DASHBOARDS, ERCOT.COM AS A COMMUNICATION RESOURCE TO REACH, INFORM, AND EDUCATE STAKEHOLDERS. THIS IS ONE MORE TOOL WE'RE UTILIZING TO GET OUR MESSAGE OUT, TO EDUCATE, TO INFORM, AND TO REACH. IT WILL BE A 30 MONTH, 30 MONTH, 30 MINUTE MONTHLY AUDIO AND VIDEO FEATURING INTERNAL AND EXTERNAL GUESTS DESIGNED FOR THE PUBLIC, INDUSTRY STAKEHOLDERS AND THOUGHT LEADERS.

IT'S HOSTED BY GORDON DRAKE, ERCOT DIRECTOR OF MARKET DESIGN AND ANALYSIS.

PODCASTS WILL ALSO PROVIDE NEW SOCIAL MEDIA CONTENT THAT WE'LL BE CUTTING UP EPISODES AND DOING MULTIPLE SOCIAL MEDIA DISPLAYS ON THE PODCAST. MATT MARANISS, A DIRECTOR OF STRATEGIC PROGRAMS AND DELIVERY, AND DAVID KUZEL, DIRECTOR OF WEATHERIZATION, ARE ALSO INCLUDED IN OUR HOST POOL.

THE PODCAST WILL BE AVAILABLE ON ERCOT.COM AND THE USUAL PLACES YOU FIND PODCASTS INCLUDING YOUTUBE, SPOTIFY, APPLE PODCASTS, AUDIBLE, AND AMAZON MUSIC.

SO I'M REALLY EXCITED ABOUT THIS LAUNCH. AND OUR FIRST EPISODE WILL BE COMING UP SEPTEMBER 23RD.

SOCIAL MEDIA. THIS REALLY GIVES A LOOK AT OUR GROWTH OVER THE SINCE 2022 IS REALLY WHEN WE STARTED OUR INITIAL SOCIAL MEDIA PROGRAM. WE HAD THE CHANNEL SINCE THEN, BUT 2022 HAS REALLY STARTED POSTING MORE AND GETTING OUT THERE MUCH MORE ON OUR SOCIAL MEDIA CHANNELS. AS I MENTIONED EARLIER, WEATHER EVENTS REALLY DRIVE MUCH MORE ENGAGEMENT THAN OUR OTHER POSTS. THERE IS A SLIGHT DIP, NOT MUCH ON X AND AS I WAS MENTIONING EARLIER, WHERE X PEOPLE SIGN UP. SIGN. SIGN ON, SIGN OFF.

DEPENDING ON WHAT'S GOING ON WITH THE GRID, ESPECIALLY DURING WEATHER EVENTS.

BUT OVER TIME WE HAVE SEEN AN OVERALL INCREASE ON OUR SOCIAL MEDIA CHANNELS INCREASED BY 16%.

WE REALLY STARTED USING A SOCIAL MEDIA SOFTWARE TO TRACK OUR ANALYTICS IN 2023.

AND SO WE'RE REALLY GETTING MUCH MORE FEEDBACK AND ANALYTICS ON HOW OUR SOCIAL MEDIA CHANNELS ARE PERFORMING OVER TIME.

THE KEY TAKEAWAY HERE IS THAT OUR SOCIAL MEDIA AUDIENCE HAS GROWN SUBSTANTIALLY AND BECOME MORE DIVERSIFIED ACROSS PLATFORMS OVER TIME.

WE JUST ADDED INSTAGRAM IN 2024. AND LINKEDIN ALSO CONTINUES TO GROW.

SO WE'RE GROWING ACROSS ALL OF OUR SOCIAL MEDIA PLATFORMS IN A POSITIVE WAY.

SOCIAL MEDIA COMPARISON BETWEEN ERCOT. IT'S A QUICK QUESTION FOR YOU ON THE PREVIOUS SLIDE.

PREVIOUS SLIDE. YEAH. I THOUGHT THIS WAS INTERESTING.

THIS IS A THE CHART. IT'S INTERESTING BECAUSE WE'RE KIND OF ADDING DATA AS WE GO ALONG.

AND SO IT DOES LOOK VERY LIKE THERE'S SHARP GROWTH.

BUT WHEN YOU AND YOU COMMENTED ON THIS, WHEN YOU LOOK AT SOME OF THE SUBCATEGORIES, YOU KNOW, MAYBE IT'S FLAT OR NOT A WHOLE LOT OF GROWTH.

AND I WAS CURIOUS ABOUT THE LINKEDIN DATA AND YOUR COMMENT THAT INCREASES TEND TO BE DRIVEN BY WEATHER EVENTS. AND I WAS WONDERING ON LINKEDIN, IS THAT ALSO THE CASE? BECAUSE THAT'S THE ONE THAT CONTINUES TO GROW, THAT CONTINUES TO GROW AND ALSO SHOW ON THE NEXT SLIDE.

IT'S THE ONE OUT OF ALL THE ISOS THAT WERE A LITTLE BIT BEHIND ON LINKEDIN TENDS TO BE MORE, REALLY BUSINESS FOCUSED. SO WE HAVEN'T SEEN LIKE WE DO ON X OR EVEN INSTAGRAM, KIND OF THE WEATHER RELATED FLUCTUATION THAT WE SEE ON OUR OTHER SOCIAL MEDIA CHANNELS. YOU KNOW, WE'RE POSTING MUCH MORE ON THERE WITH WITH CONTENT THAT'S NOT WEATHER RELATED AND IT'S STILL CONTINUING TO GROW.

[00:15:05]

WELL, THAT'S, THAT'S, YOU KNOW, KIND OF WHERE I WAS GOING WITH THAT QUESTION IS I'M WONDERING IF THE USERS ON LINKEDIN ARE REALLY INTERESTED IN OTHER TOPICS.

AND THEN YOU JUST, I THINK I JUST HEARD YOU MAKE THE COMMENT THAT YOU'RE POSTING DIFFERENT COMMENT CONTENT ON LINKEDIN VERSUS WE PRETTY MUCH POST THE SAME KIND OF WHAT WE'VE DONE.

UNLIKE SOME ISOS, WE TEND TO FOCUS OUR POSTS WHEN WE POST SOMETHING ACROSS ALL OF OUR SOCIAL MEDIA CHANNELS.

LINKEDIN. WE DO PROBABLY POST A LITTLE BIT MORE ON THE BUSINESS SIDE AND THE GRID GRID SIDE.

SO THERE ARE SOME TIMES WHERE WE'LL JUST FOCUS ON LINKEDIN AND JUST POST ON LINKEDIN.

SO IT IS, YOU KNOW, WEATHER EVENTS AND MOST THINGS POST ACROSS ALL OF OUR SOCIAL MEDIA PLATFORMS. AND THEN SOME LIKE PROBABLY A GOOD EXAMPLE IS WHEN PABLO OR CHAD OR ONE OF THE EXECUTIVES TESTIFY, YOU KNOW, WE MAY JUST DO ON LINKEDIN AND SOME OF THE OTHER JUST KIND OF STRICTLY GRID OPERATIONAL ISSUES FOCUSING ON LINKEDIN.

OKAY. THAT'S INTERESTING. I'M JUST, I'D BE IT SOMEDAY.

IT MIGHT BE INTERESTING TO SEE WHAT PEOPLE ARE REALLY LOOKING AT ON LINKEDIN.

AND IT'S HARD TO IT WAS, IT WAS HARD TO FOCUS ON LINKEDIN BEFORE WE GOT THIS.

WE CALL IT, IT'S CALLED SPROUT. IT'S A ANALYTICS TOOL THAT WE USE TO TRACK SOCIAL MEDIA.

AND SO SOME OF THIS INFORMATION WAS NOT AVAILABLE BEFORE.

SO WE'RE ONLY REALLY TRACKING FROM 2022 OR 20 23 TO 2026.

WHEN WE GOT THE ANALYTICS BEFORE THEN, IT WAS IT'S VERY HARD TO TRACK ANALYTICS ON LINKEDIN WITHOUT THAT SOFTWARE.

SO WE'RE JUST KIND OF GETTING GETTING MORE DATA NOW.

THANK YOU. THAT'S VERY HELPFUL. SO HERE'S THE COMPARISON. OF WITH OTHER OTHER ISOS. WE DO CONTINUE TO LEAD ON ALL ON EX ON FACEBOOK ON INSTAGRAM. WE ARE FAR BEHIND CALIFORNIA AND A LITTLE BIT BEHIND PJM. AND WE'VE LOOKED INTO, YOU KNOW, WHY, YOU KNOW, THE BIG DISCREPANCY BETWEEN CALIFORNIA AND TEXAS ON, ON, ON LINKEDIN. AND, YOU KNOW, THERE ARE A COUPLE THINGS WE'VE COME TO THE CONCLUSION ON THAT, YOU KNOW, MAY NOT GIVE A FULL PICTURE, BUT CAL ISO REPOSTS CONTENT FROM MARKET PARTICIPANTS CELEBRATING THEIR WINS.

THEY DO MUCH MORE WITH MARKET PARTICIPANTS. CALIFORNIA ISO HAS A PUSH DIRECT TO CONSUMER MESSAGING LIKE ITS FLEX ALERT COMMUNICATION PROGRAM PROGRAM, WHICH URGES GENERAL PUBLIC TO FLEX THEIR POWER AND CONSERVE ENERGY.

CAL ISO ACCEPTS SPONSORSHIPS FOR ITS ANNUAL STAKEHOLDER SYMPOSIUM, AND CALIFORNIA ALSO USES THEIR PODCAST FOR A LOT OF SOCIAL MEDIA CONTENT. SO THAT WILL BE AN OPPORTUNITY FOR US TO USE SOCIAL MEDIA AND OUR PODCAST TO PUSH OUT MORE CONTENT.

BUT DESPITE, YOU KNOW, THE KEY TAKEAWAY, DESPITE HAVING THE FOURTH LARGEST SERVICE POPULATION AMONG ISOS, ERCOT LEADS ALL MEMBERS ON ITS FACEBOOK AND INSTAGRAM, INSTAGRAM.

WE JUST LAUNCHED IN 2024 AND WE PLACED A CLOSE THIRD ON LINKEDIN, SO ROOM FOR IMPROVEMENT ON LINKEDIN.

WE'RE DOING REALLY WELL ON ALL THE OTHER SOCIAL MEDIA CHANNELS.

AND WE'RE STILL, YOU KNOW, DIVING INTO TO TO LINKEDIN POSTING MORE.

BUT AGAIN, YOU KNOW, LOOKING BACK, WE'VE REALLY ONLY HAD AN AGGRESSIVE SOCIAL MEDIA PROGRAM SINCE 2022.

SO WE'RE STILL CATCHING UP TO SOME OF THE OTHER ISOS, BUT ON A GOOD, GOOD PATH TO DO SO.

ANY QUESTIONS ON THIS? THIS IS A COMPARISON. SO THE QUESTION ASKED IN A PREVIOUS MEETING BETWEEN OUR INSTAGRAM ACCOUNT AND OTHER ISOS, ONTARIO'S THE NEW ONE ON THE BLOCK.

THEY'VE OFF TO A OFF TO A QUICK START. WE STILL LEAD IN THE FOLLOWINGS WITH 1407.

THEY WERE ESTABLISHED IN JUNE, JUNE OF 2027. THEY'RE ALREADY UP TO 1100, 1133.

NOT MUCH OF A DIFFERENCE. THEY ARE PRODUCING SOME VERY HIGH I IMPACT VIDEOS ON THEIRS.

AND I THINK JUST THE FACT BEING A NEW ISO AUTOMATICALLY GENERATED SOME SOME NEW FOLLOWING WITH THEM.

NOT MUCH DIFFERENT IN CONTENT THAT WE ALL PLACE.

BUT WE DO SPE FOCUS A LOT ON CONSERVATION OPERATIONS THIS SUMMER, BUT SOMETHING THAT WOULD CONTINUE, YOU KNOW, WE REALLY ALSO DIDN'T HAVE MUCH IN THE WAY OF VIDEO CAPABILITIES PRIOR TO 2022.

[00:20:05]

KEY TAKEAWAY IS THAT ONTARIO IS A NEWCOMER TO INSTAGRAM, PROMOTING ITS VARIOUS PROGRAMS AND OFFERING A POLISHED AD LIKE VIDEOS AMPLIFYING ITS SUCCESS. SPE PROVIDES A MIX OF NEWS ITEMS AND GREAT EVENTS SIMILAR TO WHAT WE DO.

OUR INSTAGRAM PROFILE HAS FOCUSED HEAVILY ON ENERGY CONSERVATION EVENTS THIS SUMMER, SO INSTAGRAM, WE'RE REALLY DOING WELL. THERE ARE NOT MANY ISOS ON INSTAGRAM OR PARTICIPATING.

SO OUT OF THE THREE THAT ARE WERE DOING REALLY WELL.

THIS IS A GRAPH THAT YOU'VE SEEN IN PREVIOUS MEETINGS.

YOU CONTINUE TO DEMONSTRATE OUR WAY OF TRACKING HOW IT IS PERCEIVED ACROSS BOTH NEWS COVERAGE AND SOCIAL MEDIA OVER TIME.

IT COMBINES SENTIMENT WITH THE POTENTIAL IMPACT OF THAT COVERAGE, GIVING GREATER WEIGHT TO HIGHER AUTHORITY NEWS OUTLETS AND SOCIAL CONTENT WITH GREATER REACH. SO IT CONTINUES TO SHOW THAT WE'RE STILL VERY MUCH IN THE POSITIVE, WHICH IS THE GREEN.

WE DID HAVE YOU KNOW, A SPIKE IN AUGUST WITH ALL THE TALK ON ON DATA CENTERS, BUT IT CONTINUES TO SHOW THAT WE'RE, WE'RE ON THE RIGHT TRACK WHEN IT COMES TO OUR NEWS COVERAGE AND SOCIAL MEDIA COVERAGE.

THEN LASTLY, THIS IS JUST A MIX OF ERCOT IN THE NEWS.

YES. I'M SORRY, I HAD A QUICK QUESTION. DO YOU HAVE A BREAKDOWN OF THE DIFFERENCE BETWEEN TRADITIONAL MEDIA AND SOCIAL MEDIA FOR THIS SLIDE? PARDON ME. DO YOU HAVE A BREAKDOWN BETWEEN TRADITIONAL MEDIA AND SOCIAL MEDIA FOR THIS SLIDE? THE ERCOT DIGITAL MEDIA INDEX.

THIS IS THE BALANCE OF. THIS IS A WEIGHTED IMPACT OF SOCIAL MEDIA AND NEWS COVERAGE.

I'D LIKE TO SEE A TREND OF JUST SOCIAL MEDIA AND JUST TRADITIONAL MEDIA.

I THINK THAT WOULD BE HELPFUL. BREAKING IT DOWN IN.

I'M SORRY. I DON'T UNDERSTAND YOUR QUESTION. THANK YOU. THANK YOU. GOING FORWARD, WHEN WE SEE THE SLIDE AGAIN, HE'D LIKE TO SEE IT BROKEN DOWN. BUT TRADITIONAL MEDIA, HOW WE SCORE ON THIS GRAPH AND THEN SOCIAL MEDIA.

GOTCHA. OKAY. WE CAN DEFINITELY DO THAT. THEN JUST A BREAKDOWN OF NEWS COVERAGE.

COVERAGE REFLECTED CONFIDENCE IN ERCOT SUMMER GRID OPERATION WITH SOLAR BATTERIES AND EXPANDED GENERATION CREDITED WITH HELPING HIGH DEMAND AND RECORD PEAKS.

ALSO, ERCOT MODELING AIR PICKED UP SOME PLAY IN THE DALLAS MORNING NEWS.

THE ISSUE WAS RESOLVED QUICKLY AND COVERAGE WAS AS WELL.

GOVERNOR ABBOTT'S DATA CENTER PAUSE AND THE REVIEW PROCESS DIRECTIVE DOMINATED NEWS COVERAGE AND THEN TRANSMISSION.

765 KB REMAINED A TOP ISSUE IN THE NEWS AND ON SOCIAL MEDIA AS WELL.

ANY QUESTIONS? COMMENTS? OKAY. THANK YOU VERY MUCH, MARK.

THANK YOU. NEXT IS AGENDA ITEM SIX ANNUAL ETHICS AND CONFLICT OF INTEREST PROGRAM REPORT PRESENTED BY BRENDAN GLEESON.

[6. Annual Ethics and Conflict-of-Interest Program Report]

IN 2025, 100% OF ERCOT EMPLOYEES COMPLETED THEIR ETHICS TRAINING AND SUBMITTED THEIR REQUIRED ATTESTATIONS.

OF THOSE SUBMISSIONS, APPROXIMATELY 90 INDICATED POTENTIAL CONFLICTS, 18 OF WHICH WERE ULTIMATELY NOT CONFLICTS.

THE REMAINING 72 WERE ADDRESSED WITH THE ASSISTANCE OF THE LEGAL DEPARTMENT.

YOU'LL NOTICE THAT THIS IS A SLIGHT UPTICK FROM 2024.

AND THEN TURNING TO OUR BOARD OF DIRECTORS PROGRAM, YOU'LL SEE INDICATED THERE THAT THERE WERE NO DIRECT RECUSALS INDICATED FOR ANY SPECIFIC VOTE OR DELIBERATIONS BEFORE THE BOARD. HOWEVER, WE DID HAVE THREE SELECTED DIRECTOR RESIGNATIONS, AND THESE RESIGNATIONS STEM FROM ESSENTIALLY BOARD MEMBERS THAT ARE PROHIBITED FROM SERVING ON THE ERCOT BOARD AND ALSO SERVING ON OTHER BOARDS DUE TO THE NATURE OF THE CONFLICTS THAT ARISE IN THAT INSTANCE.

CHAIR, THAT CONCLUDES MY REPORT. UNLESS THERE'S ANY QUESTIONS. YEAH, I HAVE A QUESTION. GOING BACK TO THE PRIOR SLIDE OF THE 90 POTENTIAL CONFLICT OF INTEREST DISCLOSURES, CAN YOU GIVE US AN IDEA OF WHAT TYPE OF POTENTIAL CONFLICTS ARE BEING DISCLOSED? SURE. THE MAJORITY OF THOSE ARE ERCOT EMPLOYEES THAT HAVE THEIR MEMBERS OF THEIR FAMILY THAT ARE MAYBE WORKING FOR A VENDOR OR WORKING FOR ANOTHER MARKET PARTICIPANT THAT MAKES UP THE MAJORITY THERE. YOU ALSO HAVE AN OCCASION WHERE THERE MIGHT BE A SECURITY OWNERSHIP INTEREST ISSUE THAT HAS TO BE ADDRESSED,

[00:25:05]

SO THAT'S AN EXAMPLE OF THE NATURE OF THE CONFLICTS.

BUT THE MAJORITY OF THEM ARE FAMILY MEMBERS WORKING FOR OTHERS THAT POTENTIALLY COULD GIVE RISE TO CONFLICTS.

OKAY. AND IF IT'S SOMEBODY THAT'S DISCLOSING THEY OWN SECURITIES, WE FOLLOW UP WITH THEM TO MAKE SURE THAT THEY'RE THEY HAVE DIVESTED THE SECURITIES.

THAT'S CORRECT. IF IT'S A SECURITY THAT'S NOT PERMITTED FOR THE EMPLOYEE TO OWN, THEY.

NUMBER ONE, THEY AGREE THAT THEY WILL DIVEST OR TAKE OTHER ACTION.

AND THEN WE DO FOLLOW UP FOR CONFIRMATION ON THAT.

AND HOW DO WE FOLLOW UP ON THE. SPOUSE THAT WORKS FOR A VENDOR.

ESSENTIALLY, THERE IS AN ATTESTATION PROCESS WHERE THE INDIVIDUAL EMPLOYEE WOULD BASICALLY AGREE OR COMMIT THAT THEY WON'T TAKE ACTION ON AN ITEM OR THAT THEY'LL, YOU KNOW, DISCLOSE THAT CONFLICT IF IT ARISES IN THE COURSE OF THEIR EMPLOYMENT.

AND ALSO THE MANAGER IS INCLUDED IN THAT ATTESTATION PROCESS AS WELL.

SO THE MANAGER IS WELL AWARE OF THE POTENTIAL CONFLICT.

OKAY. ANY QUESTIONS FOR BRANDON. ALL RIGHT. THANK YOU BRANDON.

THANK YOU. THE NEXT ITEM IS AGENDA ITEM SEVEN RECOMMENDATION REGARDING SELECTED DIRECTOR TERM RETENTION

[7. Recommendation regarding Selected Director Term Retention Compensation Program and Board Chair Retainer]

WE'RE JOINED BY MIKE MEYER AND EDDIE CAPISTRAN, WHO YOU'VE MET BEFORE WITH MERIDIAN COMPENSATION PARTNERS.

AND THEY'RE GOING TO DISCUSS A PROPOSED SELECTED DIRECTOR TERM COMPENSATION RETENTION COMPENSATION PROGRAM ADJUSTMENT OF THE BOARD CHAIR RETAINER BASED ON THE MARKET. WELCOME BACK, MIKE AND EDDIE.

THANK YOU CHAIR. THERE WE GO. AND THIS WILL BE A VOTING ITEM.

IT WILL BE AND I'LL RECAP THAT FOR THE COMMITTEE.

SO AGAIN MIKE MEYER AND EDDIE CAPISTRAN WITH MERIDIAN.

WE ARE ERCOT'S INDEPENDENT COMPENSATION CONSULTANT WITH OUR MOST RECENT ENGAGEMENT WITH ERCOT.

WE WERE ENGAGED LAST DECEMBER TO ANALYZE SPECIFICALLY THE COMPETITIVENESS OF ERCOT'S INDEPENDENT DIRECTOR COMPENSATION PROGRAM.

AND WHAT WE'RE REALLY LOOKING FOR TO TRY TO ACCOMPLISH WITH THIS ANALYSIS IS ENSURE THAT YOUR PEI PROGRAM IS COMPETITIVE AND IS ATTRACTING AND RETAINING TOP TALENT.

AND SO OUR FIRST STEP IN ANALYZING THAT IS TO COME UP WITH A QUANTITATIVE STRUCTURE OF HOW WE MIGHT ANALYZE COMPETITIVENESS AND DEFINE WHAT THE MARKET IS FOR TALENT FOR, FOR AN INDEPENDENT DIRECTOR AT ERCOT.

THAT'S A LITTLE MORE CHALLENGING THAN SOME OF OUR CLIENTS BECAUSE YOU ALL RECRUIT FROM MANY DIFFERENT AREAS, NOT JUST THE ISOS, BUT ALSO YOUR MARKET PARTICIPANTS.

YOU HAVE OTHER AFFILIATED BOARDS. YOU RECRUIT POTENTIALLY FROM SMALL PUBLIC COMPANIES.

AND SO YOU'LL SEE WHEN WE DID THIS ANALYSIS BACK IN DECEMBER, WE LOOKED AT FOUR DIFFERENT MARKET REFERENCE POINTS.

AND THERE'S NO SPECIFIC TARGETED PERCENTILE WITHIN THOSE REFERENCE POINTS.

ALTHOUGH HISTORICALLY YOU HAVE LOOKED AT THE ISOS PRIMARILY AND POSITION YOURSELF SLIGHTLY ABOVE THOSE ISOS BECAUSE OF YOUR COMPLEXITY AND SIZE AS AN ORGANIZATION.

FAST FORWARD TO TODAY. WHAT WE'RE PROPOSING IS TWO DIFFERENT ITEMS FOR YOUR REVIEW AND APPROVAL, BOTH OF WHICH STEMMED FROM THAT MARKET ANALYSIS, BUT FOR DIFFERENT REASONS.

THE FIRST WAS SIMPLY, WE REVIEWED THIS EVERY TWO YEARS, AND WE REALIZED THAT THE BOARD CHAIR RETAINER HAD FALLEN BELOW WHERE WE TYPICALLY TARGET IN TERMS OF PAY LEVELS. THE SECOND WAS ACTUALLY A RESULT OF SOMETHING THAT WAS DISCUSSED BY BRANDON IN THE PREVIOUS SLIDE DECK.

AND THAT'S THE REAL LOSS OF DIRECTORS THAT YOU'VE EXPERIENCED OVER THE PAST SEVERAL YEARS.

AND SO THIS NOTION OF RETENTION BECAME A BIGGER TOPIC OF DISCUSSION.

HOW DO WE POSITION OURSELVES WITHIN THAT MARKET RANGE THAT MERIDIAN PROVIDES NOT TO ENSURE RETENTION.

THERE'S NO MAGIC NUMBER THAT ENSURES RETENTION, BUT TO ENHANCE RETENTION.

PUT SOMETHING OUT THERE, SOME VEHICLE, SOME MECHANISM THAT MAKES IT HARDER TO LEAVE THE ERCOT BOARD OF DIRECTORS.

IF A MARKET AFFILIATE WERE TO COME RECRUIT YOUR DIRECTORS.

SO THE CHAIR PROPOSAL YOU'LL SEE HERE IS TO INCREASE FROM 35,000 TO 40 000.

THE SECOND PROPOSAL IS A DIRECTOR TERM RETENTION AWARD, WHICH I'LL TALK ABOUT IN MORE DETAIL ON THE NEXT SLIDE.

SO BY WAY OF BACKGROUND, AS I MENTIONED, THE TOP COUPLE BULLET POINTS, TALK ABOUT THESE MORE STRINGENT DIRECTOR QUALIFICATIONS THAT ERCOT IS SUBJECT TO BECAUSE BECAUSE OF YOUR STATUTORY REQUIREMENTS, THAT HAS MADE IT CHALLENGING TO RETAIN DIRECTORS BECAUSE IF AN AFFILIATED COMPANY WERE TO COME KNOCKING, YOU CANNOT SIT ON BOTH BOARDS. AND THAT, AS WE SAW, THAT NUMBER OF AFFILIATED COMPANIES CONTINUES TO GROW.

[00:30:01]

WE WE EXPLORED ITEMS SUCH AS RETIREMENT BENEFITS, DEFERRAL BENEFITS.

BUT BECAUSE YOU ALL ARE NOT EMPLOYEES OF THE COMPANY, THOSE BECOME PROBLEMATIC FROM AN ACCOUNTING STANDPOINT.

SO THE MECHANISM WE'RE PROPOSING HERE TODAY IS A LONG TERM INCENTIVE.

THIS IS PREVALENT IN THE MARKETPLACE, BOTH FOR DIRECTORS AND EXECUTIVES.

AGAIN, THIS IS ROOTED IN THE MARKET DATA. WE'LL GET EDDIE IN A MINUTE.

ON THE NEXT SLIDE, WE'LL TALK TO HOW WE CAME UP WITH THE VALUE.

BUT ESSENTIALLY THE STRUCTURE OF THE LONG TERM INCENTIVE IS IN AWARD FOR THE RIGHT TO RECEIVE CASH IN THE FUTURE.

IF YOU STAY ON THE ERCOT BOARD OF DIRECTORS, YOU WOULD RECEIVE THIS RIGHT AT THE BEGINNING OF YOUR TERM, YOUR THREE YEAR TERM, AND YOU WOULD NOT SETTLE IN THIS RIGHT, UNLESS YOU STAY FOR THE ENTIRETY OF THE THREE YEAR TERM.

THE SMALL EXCEPTION IS UPON DEATH OR DISABILITY.

THERE WOULD BE A PRORATED PORTION THAT'S PAID OUT.

BUT IF YOU LEAVE UNDER YOUR UNDER YOUR OWN VOLITION, YOU WOULD NOT RECEIVE THE $150,000 AT THE END OF THE TERM.

THIS WOULD KICK IN FOR ALL FUTURE ELECTIONS TO YOUR THREE YEAR TERMS, BUT ALSO BECAUSE WE'RE IMPLEMENTING THIS FOR MANY OF YOU.

MID-TERM, THERE IS A PROPOSAL TO GRANT A PRORATED PORTION OF THE $150,000 FOR THE PORTION OF YOUR CURRENT TERM THAT REMAINS, AND THAT WILL BE CALCULATED ON A MONTHLY BASIS, AND YOU WILL RECEIVE A PRORATED PORTION OF THE RIGHT TO RECEIVE THE AMOUNT AT THE END OF YOUR TERM. THE ILLUSTRATION AT THE BOTTOM OF THIS PAGE SHOWS THE POTENTIAL TO RECEIVE THREE OF THESE AWARDS OVER THE COURSE OF YOUR THREE TERMS. ELECTED HERE AT ERCOT, AGAIN RECEIVING THE RIGHT AT THE BEGINNING OF YOUR TERM, BUT NOT VESTING AND SETTLING IN THE $150,000 UNTIL THE END OF THE THREE YEAR TERM.

MIKE, BEFORE YOU MOVE ON, WE'VE TALKED ABOUT THIS BEFORE, BUT COULD YOU COMMENT ON THE STATUTORY RESTRICTIONS IN ERCOT COMPARED TO OTHER ISOS? THAT'S RIGHT. YEAH. AS PART OF OUR INITIAL ANALYSIS THAT WE PRESENTED BACK IN DECEMBER, WE DID LOOK AT ERCOT VERSUS THE OTHER ISOS AND SOME OF THE RESTRICTIONS AND QUALIFICATIONS THAT YOUR DIRECTORS ARE SUBJECT TO. THE ONE THAT REALLY STUCK OUT TO US THAT IS, IS MUCH MORE RESTRICTIVE THAN THE OTHER ISOS, IS THE FACT THAT YOU CANNOT SIT ON THE ERCOT BOARD AND AFFILIATED COMPANY BOARDS.

THAT RESTRICTION DOES NOT EXIST AT THE OTHER ISOS AND IT HAS LED TO REAL LOSS.

SO THAT WAS THE BIG ONE. SOME OF THE OTHER RESTRICTIONS ABOUT BEING STATE RESIDENTS, THOSE ARE RESTRICTIONS THAT THE OTHER ISOS EXPERIENCED.

BUT THE AFFILIATED COMPANY RESTRICTION WAS THE KEY.

THAT'S THAT'S BEEN CHALLENGING FOR ERCOT. THANK YOU.

I'LL LET EDDIE SPEAK TO HOW WE CAME UP WITH THE $150,000 ON THAT REAL QUICK.

TODD, DO YOU KNOW WHEN DID THAT WAS THAT PREVIOUS BOARD RULE THAT NEVER CHANGED, OR DO YOU THINK THAT'S WHY THAT'S IN THERE OR.

NO, THAT WAS SPECIFICALLY PART OF BILL TWO IN THE 2021 LEGISLATIVE SESSION.

OKAY. THANK YOU. THANKS, MIKE. SO AS MIKE MENTIONED, WE DID DO ANALYSIS AND WE LOOKED AT SEVERAL DIFFERENT MARKET REFERENCE POINTS.

SO THE FOUR MARKET REFERENCE POINTS AT THE FAR RIGHT SIDE OF THE GRAPH. SO WE'RE LOOKING AT THE ISOS, THE GENERAL INDUSTRY GROUP, THE MARKET PARTICIPANTS, AND THEN THOSE AFFILIATES. SO THOSE AFFILIATES ARE ANY ANY RELATIONSHIP THAT SOMEBODY FROM THE BOARD MAY HAVE WITH THEM ANY OTHER PUBLIC COMPANIES.

SO JUST TO KIND OF GIVE YOU AN IDEA OF WHERE THE PROPOSAL.

SO IF WE LOOK AT THE YELLOW BOX THAT SAYS PROPOSED THERE, THAT KIND OF SHOWS YOU WHERE THAT 50 ANNUALIZED GRANT WOULD KIND OF STACK UP RELATIVE TO THE MARKET REFERENCE POINTS. SO WITH THAT ANNUALIZED PORTION, IT WOULD ACTUALLY POSITION ERCOT SLIGHTLY ABOVE OR SLIGHTLY IN LINE WITH THE GENERAL INDUSTRY GROUP AT 220. IT'S KIND OF WHERE WE'RE ESTIMATING.

REAL QUICK. SO THE FOCUS ON THIS SLIDE SORRY.

I'LL SPEAK INTO THE MICROPHONE. THE FOCUS ON THIS SLIDE IS THE BLUE BAR. EACH ONE OF THESE DIFFERENT REFERENCE GROUPS PAYS DIFFERENTLY.

OBVIOUSLY PUBLIC COMPANIES HAVE THE ABILITY TO PAY AN EQUITY.

BUT WHAT WE WANT TO FOCUS ON IS THE TOTAL AMOUNT THAT AN ERCOT DIRECTOR RECEIVES EACH YEAR.

THE PROPOSAL OF $150,000 RETENTION AWARD. BECAUSE YOU'RE ONLY RECEIVING THAT ONCE EVERY THREE YEARS, WE ANNUALIZE THAT TO MEAN 5000 PER YEAR. IF WE ADD THAT 5000 PER YEAR TO YOUR EXISTING ANNUAL BOARD RETAINER OF 160 000, AND WE ADD ON THE AVERAGE COMMITTEE CHAIR FEES.

WE COME TO A TOTAL OF ABOUT $220,000 IN ANNUAL FEES TO THE ERCOT.

DIRECTORS. HISTORICALLY, YOU'VE BEEN CLOSER TO THE ISOS, WHICH PAY AT THE MEDIAN ABOUT $150,000.

THIS PROPOSAL BRINGS YOU IN LINE WITH THE GENERAL INDUSTRY PUBLIC COMPANY, PEER GROUP.

YOU ALSO USE THIS PEER GROUP FOR YOUR EXECUTIVE PAY BENCHMARKING. THESE ARE THE SAME TYPES OF REFERENCE POINTS YOU'RE LOOKING AT. THAT NUMBER AT THE MEDIAN IS ABOUT 220,000.

SO THAT'S HOW WE CAME UP WITH THE PROPOSAL. IT REMAINS ROOTED IN THE MARKET DATA.

AND IT JUST BRINGS YOU TO THAT NEXT LEVEL OF COMPARATOR GROUP AT $220,000.

JUST JUST ANOTHER JUST TO KIND OF ADD ON TO THAT.

WE DO LOOK AT THIS EVERY TWO YEARS. SO THIS IS GENERALLY YOU DO SEE A 3% INCREASE KIND OF EVERY YEAR,

[00:35:04]

SO THE AFFILIATIONS ARE THE COMPANIES THAT ARE THAT ACTUALLY ANYBODY THAT WORKS WITH THE BOARD HAS A RELATIONSHIP WITH.

SO THIS WE HAVE THIS LIST HERE. SO THESE ARE THE FOUR DIFFERENT GROUPS.

SO IT WOULD BE IN THAT LEFT SIDE, TOP LEFT CORNER.

ANY KIND OF COMPANIES THERE THAT SOMEBODY ON THE BOARD MAY HAVE AN AFFILIATION WITH OR RELATIONSHIP WITH.

AND THE PROPOSAL JUST, JUST TO SAY IT AGAIN, THE PROPOSAL BRINGS YOU IN LINE WITH THE GENERAL INDUSTRY PEER GROUP AT THE BOTTOM.

SO THIS IS A VERY LARGE LIST. MERIDIAN MAINTAINS A DATABASE OF CLOSE TO 1000 COMPANIES, PUBLICLY TRADED COMPANIES AND THEIR DIRECTOR PAY.

THIS IS ALL COMPANIES WITH REVENUE BETWEEN 1 BILLION AND 3 BILLION THE MARKET PARTICIPANTS AND THE AFFILIATES, IF I GO BACK, THEIR PAY IS SUBSTANTIALLY HIGHER.

THIS PROPOSAL DOES NOT BRING YOU IN LINE WITH THOSE COMPANIES. AND THIS GOES BACK TO OUR COMMENT AT THE BEGINNING, THERE'S NO MAGIC NUMBER. YOU COULD START PAYING LIKE A VISA OR LIKE THESE BIG AFFILIATES. WE'RE NOT SUGGESTING THAT FOR, FOR OBVIOUS REASONS, BUT WE ARE SUGGESTING THAT YOU GO TO THE NEXT COMPARATOR GROUP, WHICH IS THE GENERAL INDUSTRY GROUP. WHICH IS LIMITED TO 1 TO $3 BILLION IN REVENUES.

RIGHT? THAT'S CORRECT. ANY OTHER THOUGHTS? OR I CAN BRING US BACK TO THE ACTUAL PROPOSALS, WHICH AGAIN, IS TWOFOLD INCREASING THE SHARE RETAINER FROM 35,000 TO 40,000 AND THEN IMPLEMENTING THIS DIRECTOR TERM RETENTION AWARD FOR $150,000 EVERY THREE YEARS. KATHLEEN, I DO HAVE A QUESTION ON THE THE CHAIR RETAINER, AND I WONDERED IF YOU COULD SHARE WITH US YOUR THINKING ON TYING THAT TO THE OTHER ISOS VERSUS CONSIDERING THE GENERAL INDUSTRY. IT'S A PRETTY WIDE GAP. AND WHEN I, YOU KNOW WHAT LITTLE I KNOW OF WHAT OUR CHAIR, WHAT LITTLE I KNOW AND WHAT I'VE OBSERVED IN TERMS OF OUR CHAIRS ACTIVITIES RELATED TO HIS ROLE HERE.

IT SEEMS PRETTY EXTENSIVE. YEAH. SO SO THIS IS ALWAYS A TOUGH ONE FOR FOR MOST OF OUR CLIENTS, THE BOARD. SO NORMAL BOARD FEES TEND TO BE FAIRLY NARROW IN TERMS OF THEIR SPREAD.

SO THERE'S A PRETTY NARROW FAIRWAY THAT YOU CAN OPERATE WITHIN. BOARD LEADERSHIP FEES VARY PRETTY DRAMATICALLY, AND IT'S EXACTLY FOR THE REASONS YOU DESCRIBED.

CERTAIN BOARD CHAIRS TAKE ON SUBSTANTIALLY MORE RESPONSIBILITY OR SOMETIMES LESS RESPONSIBILITY THAN OTHER COMPANIES.

SO THIS IS ONE WHERE YOU ALL AS A COMPANY CAN SEE THE MARKET RANGE THAT WE SET FORTH AND DECIDE WHERE TO POSITION YOURSELF.

WE, BECAUSE THIS IS KIND OF A NORMAL COMPONENT OF YOUR BOARD PAY, WE CHOSE TO ALIGN IT LIKE WE ALIGN THE REST OF YOUR BOARD RETAINERS AND CHAIR RETAINERS.

BUT IF YOU CAME TO THE CONCLUSION THAT YOUR BOARD CHAIR HAS SUBSTANTIALLY MORE RESPONSIBILITY THAN MOST COMPANIES OR OTHER ISOS, YOU COULD CERTAINLY MIGRATE TOWARDS THAT GENERAL INDUSTRY BENCHMARK, BUT WE.

THE REASON WE CHOSE TO KEEP IT AT 40,000 WAS BECAUSE THAT'S HOW WE POSITION THE REST OF YOUR NORMAL BOARD FEES.

THANK YOU, I APPRECIATE THAT. THAT MIGHT BE SOMETHING TO, YOU KNOW, FOR US TO THINK ABOUT IN THE FUTURE.

I THINK I THINK IT'S A FAIR POINT, KATHLEEN. IT'S IT'S AND IT SEEMS TO BE TAKING ON MORE AND MORE RESPONSIBILITIES IN TIME.

SO I THINK IN THE FUTURE WE SHOULD LOOK AT THAT ONE.

ANOTHER FAIRNESS, ANOTHER DIFFERENCE. WE DO HAVE A VICE CHAIR, WHICH I DON'T THINK THAT THE OTHER ISOS HAVE VICE CHAIR.

AND YEAH, SPECIFICALLY, IF WE THINK ABOUT THE GENERAL INDUSTRY COMPANIES, THEY DO NOT.

THERE'S TWO TYPES OF PUBLIC COMPANY BOARD LEADERSHIP ROLES.

THERE'S, THERE'S EITHER A NON-EXECUTIVE CHAIR OR WHAT THEY CALL A LEAD DIRECTOR. YOU TYPICALLY DO NOT HAVE BOTH.

SO THE $100,000 THAT YOU'RE SEEING IS THE, THE ONE PERSON IN CHARGE OF BOARD LEADERSHIP.

YEAH. AND I'M THE VICE CHAIR DOESN'T HAVE NEAR THE RESPONSIBILITIES AS THE CHAIR DOES, BUT WE DO TRY TO TAKE SOME OF THAT LIFT OFF OF HIM.

BUT I DO THINK IT'S A VERY GOOD POINT, KATHLEEN, AND I THINK GOING FORWARD, WE SHOULD LOOK AT THIS HARDER.

ANY OTHER QUESTIONS OR COMMENTS? OKAY. DOES ANYBODY WISH TO MAKE A MOTION. THANK YOU. KATHLEEN. SECOND.

SECOND. SECOND. ALL IN FAVOR? AYE. ANY OPPOSED? ABSTENTIONS. THE MOTION IS UNANIMOUSLY PASSED.

THANK YOU. WHAT WAS THAT?

[00:40:05]

[8. Notice of Annual Committee Self-Evaluation Questionnaire]

WE'VE TALKED. THIS WAS ON THE LAST COMMITTEE MEETING.

AND SO UNLESS YOU HAVE ANY COMMENTS OR QUESTIONS, WE WILL MOVE FORWARD WITH THIS.

STAFF WILL CIRCULATE THE ANNUAL SELF-EVALUATION.

AND I THINK WE'RE ASKING FOR COMMENTS BACK BY OCTOBER 30TH.

IS THAT RIGHT? OKAY. CORRECT. IF WE COULD

[9. 2028 ERCOT Board Meeting and Annual Meeting Schedule]

PLEASE PUT THAT UP ON THERE. THIS IS THE ERCOT'S BOARD MEETING AND ANNUAL MEETING SCHEDULE, WHICH WAS PUT TOGETHER FOLLOWING A SURVEY OF THE BOARD MEMBERS FOR THE 28 2028 BOARD AND COMMITTEE MEETINGS.

THE PLAN IS THAT THE COMMITTEE WILL VOTE ON THE SCHEDULE AT THE NEXT BOARD MEETING.

SO THIS IS NOT A VOTING ITEM, BUT IF YOU COULD TAKE A LOOK AT THOSE DATES THAT WE'RE PROPOSING, I THINK THIS WORKS WITH EVERYONE'S SCHEDULE. SO UNLESS ANYBODY HAS ANYTHING THEY WANT TO TALK ABOUT, WE'LL VOTE ON THIS AT THE NEXT COMMITTEE MEETING.

CHAIR, I HAVE ONE COMMENT OR ONE SUGGESTION, AND THIS WOULD BE FOR THE 2029 SCHEDULE.

IT OCCURRED TO ME THAT WE'RE HAVING OUR MEETINGS ON MONDAY, TUESDAY, AND ALL THE FOLKS WHO TRAVEL IN ARE TRAVELING ON A SUNDAY.

I CAN SAY THIS BECAUSE I LIVE IN AUSTIN, SO I'M NOT TRAVELING.

BUT JUST SOMETHING FOR THE COMPANY TO THINK ABOUT IS WOULD IT JUST BE YOU KNOW, A BETTER SCHEDULE TO DO A TUESDAY OR WEDNESDAY START DAY FOR OUR BOARD MEETING, LET PEOPLE HAVE THEIR SUNDAYS FOR PERSONAL TIME YOU WANT TO THINK ABOUT FOR 2029, 2029. YEAH, I THINK IT YEARS OUT.

YEAH, YEAH. ALL RIGHT. THAT'S IT. THANK YOU. OKAY.

NOTHING TO THINK ABOUT. AND IF THERE'S A REASON NOT TO DO THAT, YOU CAN COME BACK AND TELL US THE RATIONALE.

YEAH, ABSOLUTELY. THANK YOU FOR THE SUGGESTION. YEAH. OKAY.

NEXT IS AGENDA ITEM TEN FUTURE AGENDA ITEMS. MAHESH.

[10. Future Agenda Items]

AND AS YOU WILL NOTE, I WILL BE MAKING A PRESENTATION ON HUMAN CAPITAL ANALYTICS COVERING KEY METRICS THAT IMPACT OUR BUSINESS.

AND YOU'LL ALSO NOTE THE SUCCESSION MANAGEMENT HAS ACTUALLY BEEN MOVED FROM SEPTEMBER TO DECEMBER FOR NEXT YEAR BECAUSE WE WANTED TO ROLL UP.

AND THAT'S GOING TO BE AN ANNUAL CALENDAR AGENDA ITEM.

SO THAT'S WHAT I HAVE. THANK YOU, THANK YOU. WE APPRECIATE THE LOOK AHEAD.

THE LAST ITEM IS AGENDA ITEM 11. OTHER BUSINESS.

WOULD ANY COMMITTEE MEMBER LIKE TO RAISE ANY OTHER BUSINESS? HEARING NONE AT THIS TIME, THE COMMITTEE WILL RECESS GENERAL SESSION AND CONVENE AN EXECUTIVE SESSION.

[Convene Executive Session]

GENERAL SESSION IS HEREBY RECESSED. THE GENERAL SESSION OF THIS MEETING IS NOW RECONVENED.

WE HAVE ONE VOTING ITEM FROM EXECUTIVE SESSION UNDER AGENDA ITEM 12.1 RECOMMENDATION REGARDING BOARD ACTION ON CEO AGREEMENT.

[12.1 Recommendation regarding Board Action on CEO Agreement]

SO MOVED. THANK YOU. KATHLEEN, IS THERE A SECOND? THANK YOU CHRIS. ALL IN FAVOR? AYE. ANY OPPOSED? ABSTENTIONS. THE MOTIONS UNANIMOUSLY PASSED. THE MEETING IS NOW ADJOURNED.

* This transcript was compiled from uncorrected Closed Captioning.