Sep 14, 2026 Human Resources and Governance Committee Meeting

THANK YOU, PEGGY.

UM, GOOD MORNING EVERYONE.

MAHESH CHERRI.

I JOINED, UH, ERCOT JUST ABOUT TWO MONTHS BACK.

UH, COME WITH ABOUT 30 PLUS EXPERIENCE IN THE BROADER ENERGY INDUSTRY.

SPENT ABOUT 20 YEARS WITH THE HALLIBURTON, ANOTHER SUBSEA COMPANY.

EXCITED TO BE HERE.

LOTS OF OPPORTUNITY.

AND, UM, WE'VE HIT THE GROUND RUNNING LIKE ALREADY, SO, YEAH.

AGENDA ITEM FOUR, RECOMMENDATION, REGARDED RATIFICATION OF OFFICER.

AND HE HAS HIT THE GROUND RUNNING.

UH, WE'RE LOOKING FORWARD TO SEEING THE BENEFITS OF YOUR EXPERIENCE.

THIS LEADS TO

[4. Recommendation regarding Ratification of Officer]

THIS IS, UH, FOR THE RATIFICATION OF MAHESH PARIA, SENIOR VICE PRESIDENT AND CHIEF PEOPLE OFFICER, EFFECTIVE JULY 6TH, 2026.

DOES ANYONE HAVE ANY COMMENTS OR WISH TO MAKE A MOTION? KATHLEEN MOOSE.

IS THERE A SECOND? BENJAMIN? ALL IN FAVOR? AYE.

ANY OPPOSED OR OBS THE, UH, MOTIONS UNANIMOUSLY PASS.

THE NEXT

[5. Annual Communications Overview]

ITEM IS AGENDA ITEM FIVE, ANNUAL COMMUNICATIONS OVERVIEW.

UH, MARK MINORS IS PRESENTING MARK IN YOUR MICROPHONE.

GOOD MORNING.

TODAY I'M GOING TO GIVE A BRIEF, UH, UPDATE ON COMMUNICATION ACTIVITIES FOR 2026, INCLUDING CRISIS COMMUNICATION.

ALSO PROVIDE PERFORMANCE ANALYTICS AND TRENDS ACROSS THOSE SOCIAL MEDIA PLATFORMS. UH, 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 ERCOT MEDIA CHANNELS.

FIRST, AN UPDATE ON ERCOT.COM.

UM, DESIGN REDESIGN IS ON TRACK.

THE SITE FRAMEWORK AND INITIAL LANDING PAGES ARE DEPLOYED, UH, IN OUR USER FRIENDLY TESTER ENVIRONMENT.

AND, UH, WE HAVE NEARLY 100 VOLUNTEERS FROM DIVERSE STAKEHOLDER GROUPS THAT HAVE COMMITTED TO OUR TESTING SESSIONS SCHEDULED FOR THE LAST WEEK OF DECEMBER, SO ON TRACK.

AND WE ARE GETTING THAT PUBLIC INPUT, UM, THAT WE'VE TALKED ABOUT IN THE PAST, AND WE HAVE REALLY GOOD, UM, DIVERSE GROUP OF STAKEHOLDERS FOR THIS INITIAL TESTING.

UH, THE SECOND, UH, 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.

UM, CONSISTED OF A WEATHER WATCH CONSERVATION NOTICE, CONSERVATION

[00:05:01]

APPEAL.

IT WAS A WAY TO GET, UH, IN FRONT OF POTENTIAL ISSUES DISTRIBUTED VIA EMAIL, UH, SIGN UP AND POSTED ON SOCIAL MEDIA CHANNELS.

AND THE APP.

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

UH, THIS WILL NOW BE A ONE STOP SIGNUP, SIGNUP FOR ALL NOTIFICATIONS FROM NON-EMERGENCY THROUGH EMERGENCY ALERTS.

AND FOR THE FIRST TIME, WE'LL BE OFFERING TEXTING, UH, AS A CAPABILITY, MUCH MORE SIMPLIFIED SYSTEM.

AND AN EXAMPLE OF HOW WE'RE ALWAYS LOOKING FOR WAYS TO IMPROVE OUR COMMUNICATION EFFORTS.

UH, THE WEEKLY GRID UPDATE WAS SOMETHING WE LAUNCHED, UH, RECENTLY.

IT'S A NEW COMMUNICATION RESOURCE TO INFORM THE PUBLIC ON GRID CONDITIONS, POST IT ON OUR SOCIAL MEDIA CHANNELS.

IT REALLY JUST GIVES A BRIEF UPDATE ON GRID CONDITIONS.

UH, THE WEATHER OUTLOOK FOR THE WEEK, AND WE POST EVERY MONDAY AROUND 11 O'CLOCK, AGAIN, ON ALL OF OUR SOCIAL MEDIA, UH, CHANNELS.

20 20 26 STATE OF THE GRID ANNUAL REPORT WE LAUNCHED IN 2024.

WE'RE IN THE PLANNING STAGES OF LOOKING TO DISTRIBUTE, UH, APRIL OF 2027.

UH, NEXT YEAR.

THE INNOVATION SUMMIT.

UH, WE HAD THIS YEAR ON MARCH 31ST ALREADY IN THE PLANNING STAGES FOR THE NEXT SUMMIT, UH, ON APRIL 15TH, 2027.

WE'VE SEEN, UH, STEADY GROWTH.

IN 2024, WE HAD 300 ATTENDEES, 20 25, 447, AND 2026 WE HAD 556.

SO WE'VE HAD STEADY INCREASE IN PARTICIPATION.

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

UM, TUNING IN CRISIS PREPAREDNESS ALWAYS A PRIORITY.

I KNOW CHAD GAVE A, UH, UPDATE AT THE LAST BOARD MEETING.

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

WE HELD AN EXECUTIVE TEAM WORKSHOP THAT OUTLINED VULNERABILITIES.

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

UH, CONTINUING TO DEVELOP CRISIS PLAYBOOKS BY VULNERABILITY.

UH, LISTENING COMMAND CENTER, UM, IS STILL, UH, UNDER DEVELOPMENT, AND THAT SHOULD BE LAUNCHED ON THE NEXT, UH, WEEK OR SO.

AND THEN WE HAVE A CRISIS DRILL THAT WE'RE PLANNING WITH THE EXECUTIVE TEAM IN DECEMBER, THOUGHT LEADERSHIP, UH, SPEAKERS BUREAU, CONTINUING TO SEE AN INCREASE ON 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, UH, 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, UH, THAT SUBJECT MATTER EXPERTS ARE PUBLISHING.

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

AND THOSE ARE IN ADDITION TO THE, UH, GRID RESEARCH, INNOVATION TRANSFORMATION, GRIT WHITE PAPERS THAT WE CURRENTLY HAVE POSTED ON OUR WEBSITE.

UH, WE'RE ALSO JUST FINALIZING OUR MEDIA AUDIT.

UH, WE'VE BEEN TALKING WITH REPORTERS WHO COVER ERCOT TO GET THEIR FEEDBACK, RECOGNIZING THAT THE ROLE WE PLAY AND THE ROLE THE MEDIA PLAYS AND EXPLAINING WHAT WE DO, MAKING SURE THE INFORMATION WE ARE DISTRIBUTING IS HELPFUL AND MAKING SURE WE ARE ACCESSIBLE, UH, 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, UH, MEDIA ROUND TABLES WITH THE PRESS, MAYBE ON A QUARTERLY BASIS WITH SOME OF THE, UH, SUBJECT MATTER EXPERTS AND EXECUTIVES GOING FORWARD.

AND, OF COURSE, UH, UTILIZING MEDIA AND ANALYTICS, WHICH WILL GO INTO A LITTLE MORE CLOSELY USING, UH, THE MEDIA AND METRICS AND ANALYTICS TO GAUGE HOW WE'RE DOING.

THE KEY TAKEAWAYS AT ERCOT CORPORATE COMMUNICATION IS FOCUS 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.

UM, DURING THE JULY PERIODS WHERE WE WERE HAVING VERY HIGH, UM, UH, LOAD, DO WE HAVE ANY ANALYTICS AROUND HOW MUCH INTEREST WE HAD IN OUR SOCIAL MEDIA OR ERCOT.COM? AND DID ANYTHING EVER APPROACH SORT OF OUR CAPACITIES TO, YOU KNOW, FOR, FOR USERS, WE HAD GO OVER SOCIAL MEDIA ANALYTICS A SECOND.

ALL WE HAVE SEEN AN INCREASE IN REALLY ON SOCIAL MEDIA, THE WEATHER EVENTS, THE LOAD REALLY DRIVE SOCIAL MEDIA INTERACTIONS.

SO WE DO SEE AN UPTICK WHEN THERE'S HIGH DEMAND AND WEATHER EVENTS, UM, ESPECIALLY ON OUR SOCIAL MEDIA SITES, ON ESPECIALLY ON X.

WE SEE ACTUALLY PEOPLE COMING

[00:10:01]

ON AND OFF MORE WHEN THERE'S, YOU KNOW, SIGN UP FOR X TO FOLLOW OR OUT MUCH MORE WHEN THERE'S HIGH DEMAND AND THEN COMING OFF.

SO WE DO SEE A MUCH MORE, MUCH MORE ENGAGEMENT ON OUR SOCIAL MEDIA CHANNELS AND OUR WEBSITE WINNERS.

WINNERS, I DEMAND, 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, UM, TOO MUCH TRAFFIC COMING IN.

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

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

WE'LL 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 HAS 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'LL BE A 30 MONTH, 30 MONTH, 30 MINUTE MONTHLY AUDIO AND VIDEO FEATURING INTERNAL EXTERNAL GUEST DESIGNED FOR THE PUBLIC INDUSTRY, STAKEHOLDERS AND THOUGHT LEADERS.

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

UH, PODCASTS WILL ALSO PROVIDE NEW SOCIAL MEDIA CONTENT, UM, THAT WILL BE CUTTING UP EPISODES AND DOING, UH, MULTIPLE, UH, SOCIAL MEDIA, UM, DISPLAYS ON THE, UH, PODCAST.

MATT MARNI, A DIRECTOR OF STRATEGIC PROGRAMS AND DELIVERY, AND DAVID ZEL, DIRECTOR OF WEATHERIZATION ARE ALSO INCLUDED IN OUR HOST POOL.

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

SO REALLY EXCITED ABOUT THIS LAUNCH.

AND OUR FIRST EPISODE WILL BE COMING UP SEPTEMBER 23RD.

SOCIAL MEDIA.

UM, THIS REALLY GIVES A, UH, LOOK AT OUR GROWTH OVER THE, UM, SINCE 2022 IS REALLY WHEN WE STARTED OUR INITIAL SOCIAL MEDIA PROGRAM.

WE'VE HAD THE CHANNEL SINCE THEN, BUT 2022 HAS REALLY STARTED POSTING MORE AND, UH, GETTING OUT THERE MUCH MORE ON OUR, UM, SOCIAL MEDIA CHANNELS.

UM, AS I MENTIONED EARLIER, WEATHER EVENTS REALLY, UH, DRIVE, UM, 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, UM, WITH THE GRID, ESPECIALLY DURING WEATHER EVENTS.

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

UM, 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, UM, OVER TIME.

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

WE JUST ADDED, UH, INSTAGRAM IN 2024.

UM, AND LINKEDIN ALSO CONTINUES TO GROW.

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

SOCIAL MEDIA COMPARISON BETWEEN ERCOT.

HOLD ON.

IT'S KATHLEEN.

KATHLEEN, QUICK QUESTION FOR YOU ON THE PREVIOUS SLIDE.

PREVIOUS SLIDE, YEAH.

HOW ABOUT THIS? THIS WAS INTERESTING.

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

UM, 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, UM, 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, SO ON THE NEXT SLIDE, IT'S THE ONE OUT OF ALL THE ISOS THAT WE'RE A LITTLE BIT BEHIND ON LINKEDIN TENDS TO BE MORE, UM, REALLY BUSINESS FOCUSED.

SO WE HAVEN'T SEEN, LIKE WE DO ON X OR EVEN INSTAGRAM, KIND OF THE, THE WEATHER RELATED FLUCTUATION THAT WE SEE ON OUR OTHER SOCIAL MEDIA CHANNELS.

YOU KNOW, WE'RE POSTING MUCH MORE ON THERE WITH, UM,

[00:15:02]

WITH CONTENT THAT'S NOT WEATHER RELATED AND IT'S STILL CONTINUING TO GROW.

SO IT'S, WE HAVEN'T SEEN THE FLUCTUATION ON LINKEDIN THAT WE HAVE WITH THE OTHER SOCIAL MEDIA ACCOUNTS BEING DRIVEN BY YEAH.

WEATHER EVENTS.

WELL, THAT, 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, 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, UM, WE DO PROBABLY POST A LITTLE BIT MORE ON THE BUSINESS SIDE AND THE GRID GRID SIDE.

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

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

THAT'S INTERESTING.

UM, I'M JUST, I'D BE IT, 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, YOU KNOW, LINKEDIN BEFORE WE GOT THIS.

UM, UH, WE CALL IT, IT'S CALLED SPROUT.

IT'S A, UH, ANALYTICS TOOL THAT WE USE TO TRACK, UM, SOCIAL MEDIA.

AND SO SOME OF THIS INFORMATION WAS, UM, NOT AVAILABLE BEFORE, SO WE'RE ONLY REALLY TRACKING FROM 2022 OR 2023 TO 2026 WHEN WE GOT THE ANALYTICS MM-HMM .

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.

WE REALLY ALSO DIDN'T HAVE MUCH IN THE WAY OF VIDEO CAPABILITIES PRIOR TO 2022.

THAT'S VERY HELPFUL.

SO HERE'S THE COMPARISON, UM, ABOUT WITH OTHER, UH, OTHER ISOS.

WE DO CONTINUE TO LEAD ON ALL, UH, ON X ON FACEBOOK, ON INSTAGRAM.

WE ARE FAR BEHIND, UH, CALIFORNIA AND A LITTLE BIT BEHIND, UH, PJM.

YOU KNOW, WE'VE LOOKED INTO, YOU KNOW, WHY, YOU KNOW, THE BIG DISCREPANCY BETWEEN, YOU KNOW, CALIFORNIA AND, UH, 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, UH, CAL CAL ISO REPOSTS CONTENT FROM MARKET PARTICIPANTS CELEBRATING THEIR WINS.

THEY DO MUCH MORE WITH MARKET PARTICIPANTS.

UH, CALIFORNIA ISO HAS A PUSH DIRECT TO CONSUMER MESSAGING, LIKE ITS FLEX ALERT COMMUNICATION PROGRAM PROGRAM, WHICH URGES GENERAL PUBLIC, UH, TO FLEX THEIR POWER AND CONSERVE ENERGY.

UM, CAL ISO ACCEPTS SPONSORSHIPS FOR ITS ANNUAL STAKEHOLDERS SYMPOSIUM, AND CALIFORNIA ALSO USES, UH, THEIR PODCAST, UH, FOR A LOT OF SOCIAL MEDIA CONTENT.

SO THAT'LL BE AN OPPORTUNITY FOR US TO USE SOCIAL MEDIA AND OUR PODCAST TO PUSH OUT MORE CONTENT.

UM, BUT DESPITE, HA, YOU KNOW, THE KEY TAKEAWAY, DESPITE HAVING THE FOURTH LARGEST SERVICE POPULATION AMONG ISOS, RED CUT LEADS ALL MEMBERS ON X FACEBOOK, ON INSTAGRAM.

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

UM, WE'RE DOING REALLY WELL ON ALL THE OTHER SOCIAL MEDIA CHANNELS, AND WE'RE STILL, YOU KNOW, DIVING INTO TO, UM, TO LINKEDIN POSTING MORE.

UM, BUT AGAIN, YOU KNOW, LOOKING BACK, WE'VE REALLY ONLY HAD A, AN AGGRESSIVE SOCIAL MEDIA PROGRAM SINCE 2022, SO WE'RE STILL CATCHING UP TO SOME OF THE OTHER ISOS, BUT, UM, ON A GOOD, UH, GOOD PATH TO DO SO.

ANY QUESTIONS ON THIS? UH, IS A COMPARISON THIS TO THE QUESTION ASKED.

UH, IN A PREVIOUS MEETING BETWEEN OUR, UM, INSTAGRAM ACCOUNT AND, UH, OTHER ISOS ONTARIO'S TO THE NEW ONE ON THE BLOCK, THEY'VE OFF TO A, WE OFF TO A QUICK START.

WE STILL LEAD IN FOLLOWINGS WITH FOUR 1,407.

UM, THEY WERE ESTABLISHED IN JUNE, JUNE OF 2027.

THEY'RE ALREADY UP TO 1,100, UH, 1,133.

NOT MUCH OF, OF A DIFFERENCE.

THEY ARE, UH, PRODUCING SOME VERY HIGH IMPACT, UH, VIDEOS ON THEIRS.

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

UM, NOT MUCH DIFFERENT IN CONTENT, UM, THAT WE ALL PLACE.

UM, BUT WE DO SPP, UM, FOCUS A LOT ON CONSERVATION OPERATIONS THIS SUMMER.

UM, BUT SOMETHING THAT WE CONTINUE, YOU KNOW,

[00:20:01]

AND WE'RE USING VIDEO MUCH MORE ON INSTAGRAM AND ALL OF OUR SOCIAL MEDIA, UM, ACCOUNTS KEY TAKEAWAYS THAT ONTARIO IS A NEWCOMER TO INSTAGRAM PROMOTING ITS VARIOUS PROGRAMS AND OFFERING A POLISHED AD, LIKE VIDEOS AMPLIFIED IN SUCCESS.

SVP PROVIDES A MIX OF NEWS ITEMS AND GRID EVENTS SIMILAR TO WHAT WE DO.

UM, INSTAGRAM PROFILE HAS FOCUSED HEAVILY ON ENERGY CONSERVATION EVENTS THIS SUMMER.

SO INSTAGRAM, WE'RE REALLY DOING, DOING WELL.

THERE ARE NOT MANY ISOS ON INSTAGRAM OR PARTICIPATING, SO OUTTA THE THREE THAT ARE, UM, WE'RE DOING REALLY WELL.

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

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

IT COMBINES SENTIMENT WITH THE POTENTIAL IMPACT OF THAT COVERAGE, GIVING GREATER WEIGHT, SO HIGHER AUTHORITY NEWS OUTLETS AND SOCIAL CONTENT WITH GREATER REACH.

SO CONTINUES TO SHOW THAT WE'RE STILL VERY MUCH IN THE POSITIVE, WHICH IS THE GREEN.

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

THE LAST THING, ERCOT, THIS IS JUST A MIX OF, UH, ERCOT IN THE NEWS.

PARDON? YES, I'M SORRY.

I I HAD A QUICK QUESTION.

DO YOU HAVE A BREAKDOWN OF THE DIFFERENCE BETWEEN TRADITIONAL, UH, MEDIA AND SOCIAL MEDIA FOR THIS SLIDE? PARDON ME? DO YOU HAVE A BREAKDOWN BETWEEN TRADITIONAL MEDIA AND SOCIAL MEDIA FOR THIS SLIDE? THE ERCO DIGITAL MEDIA INDEX? THIS IS THE BALANCE OF THIS IS A WEIGHTED IMPACT OF SOCIAL MEDIA AND NEWS COVERAGE, RIGHT? I'D LIKE TO SEE A TREND OF, UH, 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.

I THINK, I THINK HE WENT, GOING FORWARD WHEN WE SEE THIS SLIDE AGAIN, HE'D LIKE TO SEE IT BROKEN DOWN A TRADITIONAL MEDIA, HOW WE SCORE ON THIS GRAPH AND THEN SOCIAL MEDIA.

GOTCHA.

ANY QUESTIONS, COMMENTS, THOUGHTS? OKAY.

WE CAN DEFINITELY DO THAT.

AND JUST A BREAKDOWN IN NEWS COVERAGE, UH, COVERAGE REFLECTED CONFIDENCE IN ERCOT SUMMER GRID OPERATION WITH SOLAR BATTERIES AND EXPANDED GENERATION CREDITED WITH HELPING HIGH DEMAND AND RECORD PEAKS.

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

UH, THE ISSUE WAS RESOLVED QUICKLY AND, UH, COVERAGE WAS AS WELL.

UH, GOVERNOR ABBOTT'S DATA CENTER PAUSE AND THE REVIEW PROCESS, DIRECTIVE DOMINATED NEWS COVERAGE, AND THEN TRANSMISSION, UH, 7 65 KB REMAINED A TOP ISSUE IN THE NEWS AND ON SOCIAL MEDIA AS WELL.

THANK YOU VERY MUCH, MARK.

ITEM SIX, ANNUAL ETHICS AND CONFLICT OF INTEREST PROGRAM REPORT PRESENTED BY BRANDON GLEASON.

NEXT IS AGENDA

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

GOOD MORNING.

THANK YOU, CHAIR.

THE COMMITTEE CHARTER REQUIRES PERIODIC REPORTING REGARDING ERCOT ETHICS AND CONFLICTS OF INTEREST PROGRAM IN 2025.

A HUNDRED PERCENT 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, UH, 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, UH, PROGRAM, UH, YOU'LL IN, 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, UM, BOARD MEMBERS THAT ARE PROHIBITED FROM SERVING ON THE ERCOT BOARD, UH, 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 I HAVE A QUESTION.

GOING BACK TO THE PRIOR SLIDE, UH, 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, UM, EMPLOYEES THAT HAVE, UM, THEY'RE 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

[00:25:01]

WHERE THERE MIGHT BE A SECURITY OWNERSHIP INTEREST ISSUE THAT HAS TO BE, UM, ADDRESSED, FOR EXAMPLE, DIVESTING THAT STOCK.

AND THEN YOU HAVE, UH, YOU KNOW, A HANDFUL ALSO WHERE MAYBE FOLKS ARE GONNA PUBLISH A PAPER OR A CHAPTER OF A BOOK, AND THERE'S AN ISSUE ABOUT WHETHER THEY CAN HAVE COMPENSATION FOR THAT.

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.

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

THAT'S CORRECT.

IF IT'S A SECURITY THAT'S NOT PERMITTED FOR THE EMPLOYEE TO OWN, THEY, UM, 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, UH, FOLLOW UP ON THE, UH, SPOUSE THAT WORKS FOR A VENDOR? ESSENTIALLY THERE IS, UH, AN ATTESTATION, UH, PROCESS WHERE THE, UH, INDIVIDUAL EMPLOYEE WOULD, UM, 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, UH, IN THE COURSE OF THEIR EMPLOYMENT.

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

SO THE MANAGER IS AWARE, AWARE OF THE POTENTIAL CONFLICT.

ANY QUESTIONS FOR BRANDON? ALL RIGHT.

THANK YOU, BRANDON.

ITEM IS AGENDA ITEM SEVEN, RECOMMENDATION REGARDING SELECTED DIRECTOR TERM RETENTION COMPENSATION PROGRAM AND BOARD CHAIR RETAINER.

THE NEXT

[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 GONNA DISCUSS A PROPOSED SELECTED DIRECTOR TERM, UH, COMPENSATION, RETENTION, COMPENSATION PROGRAM, AND ADJUSTMENT OF THE, UH, THE BOARD CHAIR RETAINER BASED ON THE MARKET.

WELCOME BACK, MIKE AND EDDIE.

THERE YOU GO.

CHAIR, WE GO.

AND THIS WILL BE A V VOTING ITEM.

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

UM, SO THIS HAS LED TO REAL LOSS IN DIRECTORS.

UH, SO AGAIN, MIKE MEYER AND EDDIE CAPISTRAN WITH MERIDIAN.

UH, WE ARE ERCOT INDEPENDENT COMPENSATION CONSULTANT, UH, WITH OUR MOST RECENT ENGAGEMENT WITH ERCOT.

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

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

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

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

UM, 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.

UM, AND THERE'S NO SPECIFIC TARGETED PERCENTILE WITHIN THOSE REFERENCE POINTS, ALTHOUGH HISTORICALLY, YOU HAVE LOOKED AT THE ISOS PRIMARILY AND POSITIONED YOURSELF SLIGHTLY ABOVE THOSE ISOS BECAUSE OF YOUR COMPLEXITY AND SIZE AS AN ORGANIZATION.

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

UH, THE FIRST WAS SIMPLY WE REVIEW THIS EVERY TWO YEARS, AND WE REALIZED THAT THE BOARD CHAIR RETAINER HAD FALLEN BELOW, UM, 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, UM, 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, UH, BECAME A BIGGER TOPIC OF DISCUSSION.

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

THERE'S NO MAGIC NUMBER THAT ENSURES RETENTION, BUT TO ENHANCE RETENTION, UM, PUT SOMETHING OUT THERE, SOME VEHICLE, SOME MECHANISM THAT MAKES IT HARDER TO LEAVE THE ERCOT BOARD OF DIRECTORS, UM, IF A MARKET AFFILIATE WERE TO COME RECRUIT YOUR DIRECTORS.

UH, SO THE, 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, UH, WHICH I'LL TALK ABOUT IN MORE DETAIL ON THE NEXT SLIDE.

SO BY, BY WAY OF BACKGROUND, AS I MENTIONED, THE, THE TOP COUPLE BULLET POINTS TALK ABOUT, UM, THESE MORE STRINGENT DIRECTOR QUALIFICATIONS THAT ERCOT IS SUBJECT TO.

UM, BECAUSE, BECAUSE OF YOUR STATUTORY REQUIREMENTS, UM, THAT HAS MADE IT CHALLENGING TO RETAIN DIRECTORS.

UH, 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]

MERIDIAN WAS ASKED TO EXPLORE DIFFERENT VEHICLES AND MECHANISMS TO HELP RETAIN, UH, ERCOT DIRECTORS.

WE EX WE EXPLORED ITEMS SUCH AS, UH, RETIREMENT BENEFITS, DEFERRAL BENEFITS, BUT BECAUSE YOU ALL ARE NOT EMPLOYEES OF THE COMPANY, THOSE BECOME PROBLEMATIC FROM AN ACCOUNTING STANDPOINT.

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

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

UM, AGAIN, THIS IS ROOTED IN THE MARKET DATA.

WE'LL GET, UH, EDDIE IN A MINUTE.

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

UM, BUT ESSENTIALLY THE STRUCTURE OF THE LONG-TERM INCENTIVE, UH, IS AN AWARD, UH, FOR THE RIGHT TO RECEIVE CASH IN THE FUTURE.

UH, 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.

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

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

THIS WOULD, UH, KICK IN FOR ALL FUTURE ELECTIONS, UH, TO YOUR THREE YEAR TERMS. BUT ALSO BECAUSE WE'RE IMPLEMENTING THIS FOR MANY OF YOU MIDTERM, UM, THERE IS A PROPOSAL TO GRANT A PRORATED PORTION OF THE $150,000 FOR THE PORTION OF YOUR CURRENT TERM THAT REMAINS, UM, AND THAT'LL BE CALCULATED ON A MONTHLY BASIS, AND YOU'LL RECEIVE A PRORATED PORTION OF THE RIGHT TO RECEIVE, UH, THE AMOUNT AT THE END OF YOUR TERM.

THE ILLUSTRATION AT THE BOTTOM OF THIS PAGE SHOWS, UM, THE POTENTIAL TO RECEIVE THREE OF THESE AWARDS OVER THE COURSE OF YOUR THREE TERMS, UM, ELECTED HERE AT ERCOT, AGAIN, RECEIVING THE RIGHT, UH, 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, UH, WE'VE TALKED ABOUT THIS BEFORE, BUT COULD YOU COMMENT ON THE STATUTORY RESTRICTIONS FOR IN ERCOT COMPARED TO OTHER ISOS? THAT'S RIGHT.

AS PART OF OUR INITIAL ANALYSIS THAT WE PRESENTED BACK IN DECEMBER, WE DID LOOK AT ERCOT VERSUS THE OTHER ISOS, UM, AND SOME OF THE RESTRICTIONS AND QUALIFICATIONS THAT YOUR DIRECTORS ARE SUBJECT TO, UM, THE ONE THAT REALLY STUCK OUT TO US THAT IS, IS, UH, MUCH MORE RESTRICTIVE THAN THE OTHER ISOS, IS THE FACT YOU CANNOT SIT ON THE ERCOT BOARD AND AFFILIATED COMPANY BOARDS.

UM, THAT RESTRICTION DOES NOT EXIST AT THE OTHER ISOS.

UM, AND IT HAS LED TO REAL LOSS.

UH, SO THAT WAS THE BIG ONE.

SOME OF THE OTHER RESTRICTIONS ABOUT BEING STATE RESIDENTS, THOSE ARE, UH, RESTRICTIONS THAT THE OTHER ISOS EXPERIENCED, BUT THE AFFILIATED COMPANY RESTRICTION WAS THE KEY.

UM, THAT'S, THAT'S BEEN, UH, CHALLENGING FOR ERCOT.

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, DO YOU THINK THAT'S WHY THAT'S IN THERE? OR? NO, THAT WAS SPECIFICALLY PART OF SENATE.

IN THE 20, COULDN'T REMEMBER 21, UH, LEGISLATIVE SESSION.

GENERALLY, YOU DO SEE A 3% INCREASE KIND OF EVERY YEAR, AT LEAST, AT LEAST IN THE GENERAL INDUSTRY, IN THE MARKET PARTICIPANTS IN THE AFFILIATE.

THANKS.

AND MIKE? SO AS MIKE MENTIONED, WE DID DO ANALYSIS AND WE LOOKED AT SEVERAL DIFFERENT, UM, 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 MARKET PARTICIPANTS, AND THEN THOSE AFFILIATES.

UM, SO THOSE AFFILIATES OR ANY, ANY RELATIONSHIP THAT SOMEBODY FROM THE BOARD MAY HAVE WITH, UM, ANY OTHER PUBLIC COMPANIES.

SO JUST TO KIND OF GIVE YOU AN IDEA OF WHERE THE PROPOSAL, SO 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 TWO 20 IS KIND OF WHERE WE'RE ESTIMATING.

REAL QUICK.

SO THE, THE FOCUS ON THIS SLIDE, SORRY, I'LL SPEAK INTO THE MICROPHONE.

THE FOCUS ON THIS SLIDE IS THE BLUE BAR.

UM, EACH ONE OF THESE DIFFERENT REFERENCE GROUPS PAYS DIFFERENTLY.

OBVIOUSLY, PUBLIC COMPANIES HAVE THE ABILITY TO PAY AN EQUITY, BUT WHAT WE WANNA 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 50,000 PER YEAR.

IF WE ADD THAT 50,000 PER YEAR TO YOUR EXISTING ANNUAL BOARD RETAINER OF 160,000, AND WE ADD ON THE AVERAGE COMMITTEE CHAIR FEES, UH, WE COME TO A TOTAL OF ABOUT $220,000 IN ANNUAL FEES TO THE ERCOT DIRECTORS.

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

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

UM, YOU, YOU ALSO USE THIS PEER GROUP FOR YOUR EXECUTIVE PAY BENCHMARKING.

THESE ARE THE SAME TYPES OF REFERENCE POINTS YOU'RE LOOKING AT.

UH, THAT NUMBER AT THE MEDIAN IS ABOUT 220,000.

SO THAT, 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 TO ADD ON TO THAT, UM, WE DO LOOK AT THIS EVERY TWO YEARS.

SO THIS IS

[00:35:01]

SO THIS IS NOT A NUMBER.

THAT'LL BE NEXT TIME WE LOOK AT THIS, IT'LL, IT'S GOING TO KEEP ON GOING UP.

EDDIE, JUST QUICK, I'M STILL NOT CLEAR ON WHAT AFFILIATIONS WHAT.

SO THE AFFILIATIONS ARE THE COMPANIES THAT ARE ACTUALLY ANYBODY THAT WORKS WITH THE BOARD HAS A RELATIONSHIP WITH, UM, SO THIS LIST, WE HAVE THIS LIST HERE.

SO THIS IS THE FOUR DIFFERENT GROUPS.

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

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

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

UM, SO THIS IS A VERY LARGE LIST.

MERIDIAN MAINTAINS A DATABASE OF, OF CLOSE TO A THOUSAND COMPANIES, PUBLICLY TRADED COMPANIES, AND THEIR DIRECTOR PAY.

UM, THIS IS ALL COMPANIES WITH REVENUE BETWEEN 1,000,000,003 BILLION.

UH, THE MARKET PARTICIPANTS AND THE AFFILIATES, IF I GO BACK, UH, THEIR PAY IS SUBSTANTIALLY HIGHER.

UH, THIS PROPOSAL DOES NOT BRING YOU IN LINE WITH THOSE COMPANIES.

UM, AND THIS GOES BACK TO OUR COMMENT AT THE BEGINNING.

THERE'S NO MAGIC NUMBER.

UM, YOU COULD START PAYING LIKE A VISA OR LIKE THESE BIG AFFILIATES.

WE'RE NOT SUGGESTING THAT, UM, 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 ONE TO 3 BILLION IN REVENUES, RIGHT? THAT'S CORRECT.

CORRECT.

ANY, ANY OTHER THOUGHTS OR I CAN BRING US BACK TO THE ACTUAL PROPOSALS, WHICH AGAIN IS TWOFOLD.

INCREASING THE CHAIR RETAINER FROM 35,000 TO 40,000, AND THEN IMPLEMENTING THIS DIRECTOR TERM RETENTION AWARD, UH, FOR $150,000 EVERY THREE YEARS.

KATHLEEN, I I DO HAVE A QUESTION ON THE, THE CHAIR RETAINER.

AND I, I WONDERED IF YOU COULD SHARE WITH US YOUR THINKING ON, UH, TYING THAT TO THE OTHER, UM, ISOS VERSUS CONSIDERING THE GENERAL INDUSTRY.

IT'S A PRETTY WIDE GAP.

AND WHAT I, YOU KNOW, WHAT LITTLE I KNOW OF WHAT OUR CHAIR, WHAT LITTLE I KNOW , BUT IN WHAT I'VE OBSERVED, UM, IN TERMS OF OUR CHAIR'S, UH, ACTIVITIES MM-HMM .

ONE ANOTHER FAIRNESS, ANOTHER DIFFERENCE.

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.

UM, SO THERE'S A PRETTY NARROW FAIRWAY THAT YOU CAN OPERATE WITHIN.

UH, BOARD LEADERSHIP FEES VARY PRETTY DRAMATICALLY.

UH, AND IT'S EXACTLY FOR THE REASONS YOU DESCRIBED.

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

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

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

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

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

AND THANK YOU, APPRECIATE THAT.

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

I THINK IT, I THINK IT'S A FAIR POINT, KATHLEEN.

IT'S, IT'S, UH, AND IT SEEMS TO BE TAKING ON MORE AND MORE RESPONSIBILITIES, UH, IN TIME.

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

WE DO HAVE A VICE CHAIR MM-HMM .

WHICH, UH, I DON'T THINK THAT THE OTHER ISOS HAVE VICE CHAIR AND UH, YEAH, THE SPECIFICALLY, IF, IF WE THINK ABOUT THE GENERAL INDUSTRY COMPANIES, THEY DO NOT.

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

THERE'S, THERE'S EITHER A NON-EXECUTIVE CHAIR OR WHAT THEY CALL LEAD DIRECTOR.

YOU TYPICALLY DO NOT HAVE BOTH.

UM, SO THE A HUNDRED THOUSAND DOLLARS THAT YOU'RE SEEING IS, IS THE, THE ONE PERSON IN CHARGE OF BOARD LEADERSHIP.

AND IT, AND THE VICE CHAIR DOESN'T HAVE ANY, THE RESPONSIBILITIES AS THE CHAIR DOES.

BUT WE, WE DO TRY TO TAKE SOME OF THAT LIFT OFF OF HIM.

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

ANY OTHER QUESTIONS OR COMMENTS? OKAY.

DOES ANYBODY HA WISH TO MAKE A MOTION? ALL THANK YOU, KATHLEEN.

SECOND.

CHRIS.

ALL IN FAVOR? AYE.

ANY OPPOSE OR ABSTENTIONS? THE MOTIONS UNANIMOUSLY PASSED.

WHAT WAS THAT? PODIUM? OKAY.

[00:40:01]

PODIUM.

UH, THE NEXT

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

ITEM IS, UH, AGENDA ITEM EIGHT, WHICH IS NOTICE OF A ANNUAL COMMITTEE SELF-EVALUATION QUESTIONNAIRE.

IT'S THE, THE DRAFT MATERIALS ARE IN YOUR, UM, UM, BOARD BOOK.

WE'VE TALKED, THIS WAS ON THE LAST, UH, HR AND G COMMITTEE MEETING.

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

STAFF WILL, UH, CIRCULATE THE ANNUAL SELF-EVALUATION.

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

IS THAT RIGHT, CHAD? OKAY.

CORRECT.

IF WE COULD,

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

WE HAVE THE NEXT PRESENTATION UP THERE, AGENDA ITEM NINE, PLEASE PUT THAT UP ON THERE.

THIS IS THE, UH, ERCOT BOARD MEETING AND ANNUAL MEETING SCHEDULE, WHICH WAS PUT TOGETHER FOLLOWING A SURVEY OF THE BOARD MEMBERS, UH, FOR THE 28 20 28 BOARD AND COMMITTEE MEETINGS.

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

SO THIS IS NOT A VOTING ITEM, BUT IF HE, YOU COULD TAKE A LOOK AT THOSE, UH, DATES THAT WE'RE PROPOSING.

I THINK THIS WORKS WITH EVERYONE'S SCHEDULE.

UH, SO UNLESS ANYBODY HAS ANYTHING THEY WANNA TALK ABOUT, WE'LL VOTE ON THIS AT THE NEXT, UH, COMMITTEE MEETING.

UM, CHAIR, I HAVE ONE COMMENT OR ONE SUGGESTION.

AND THIS WOULD BE FOR 20, THE 2029.

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

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

YOU GUYS, GUYS WANNA THINK ABOUT FOR 2029? THINK THAT FOR 2029 WE'RE NOT.

YEAH, THIS IS A COUPLE YEARS OUT.

WE CAN DEFINITELY THINK ABOUT THAT 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.

[10. Future Agenda Items]

IS AGENDA ITEM 10.

FUTURE AGENDA ITEMS, MAHESH P CHERRY.

WE'LL PRESENT A LOOK AHEAD OF UPCOMING MEETING, UH, ITEMS. MAHESH.

THANK YOU CHAIR.

UM, OUR NEXT BOARD MEETING IS ON THE 12TH OF DECEMBER, AND AS YOU WILL NOTE, UM, I'LL 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 GONNA BE AN ANNUAL CALENDAR AGENDA ITEM.

SO THAT'S WHAT I HAVE.