

	M. Lee Pelton, Ph.D., ~~Ph.D.,~~ age ~~66,~~68, director since January 2006; Chair of the Nominating and Corporate Governance Committee and member of the Finance ~~Committee.~~Committee
	Background.Dr. Peltonhas served as President of Emerson College in Boston, Massachusetts since July 2011. ~~From July 1999~~Prior to ~~July 2011, he~~joining Emerson College, Dr. Pelton served as President of Willamette University in Salem, ~~Oregon. From 1991 until 1998, he was~~Oregon from July 1999 to July 2011, and as Dean of Dartmouth ~~College.~~College from 1991 until 1998. Prior to 1991, he held faculty and administrative posts at Colgate University and Harvard University. Dr. Pelton ~~also served on the board of directors~~is a past director of PLATO Learning, Inc. ~~from March 2007 to May 2010 and on the compensation and audit committees of PLATO Learning, Inc. We believe that~~ Qualifications. Dr. Pelton’s qualifications to serve on our board include his experience in leadership positions at several universities, his connections to the academic community, his knowledge in the area of university relations and collaborations, his experience serving on boards of other companies, and the unique perspective he brings to various issues considered by the board as a result of his academic background and accomplishments.



	~~James J. Piro~~Maria M. Pope, age ~~64,~~54, director since January ~~2009.~~1, 2018
	~~Mr. Piro~~Background. ~~has served as~~Ms. Pope is President and Chief Executive Officer ~~since March~~of Portland General Electric Company. She was appointed President on October 1, ~~2009~~2017 and ~~as President and Co-Chief~~Chief Executive Officer ~~from~~on January 1, ~~2009~~2018. She previously served from March 2013 to ~~March 1, 2009. He was appointed to the Board of Directors effective January 1, 2009 in conjunction with his appointment~~October 2017 as ~~President and Co-Chief Executive Officer. From July 2002 to December 2008, he served as Executive~~Senior Vice President of Power Supply, Operations and Resource Strategy, overseeing PGE's generation plants, energy supply portfolio, and long-term resource strategy. Ms. Pope joined PGE in 2009 as Senior Vice President of Finance, Chief Financial Officer and Treasurer. ~~From May 2001~~She served on PGE’s Board of Directors from 2006 to ~~July 2002, he~~2008. Prior to joining PGE, she served as ~~Senior Vice President Finance,~~ Chief Financial Officer for Mentor Graphics Corporation and ~~Treasurer. From November 2000 to May 2001, he served~~held senior operating and finance positions within the forest products and consumer products industries. She began her career in banking with Morgan Stanley. Ms. Pope also currently serves on the board of directors of Umpqua Holdings Corporation, and Pope Resources, LP., as ~~Vice President, Chief Financial Officer~~well as the Edison Electric Institute, the Oregon Business Council, and ~~Treasurer. Prior to November 2000, he served in various positions with~~ the ~~company, including Vice President, Business Development~~Oregon Global Warming Commission. She is a past director of TimberWest Forest Corp., Premera Blue Cross, the Oregon Health Science University governing board, the Oregon Symphony and ~~General Manager, Planning Support, Analysis and Forecasting. We believe that Mr. Piro’s~~the Council of Forest Industries. Qualifications. Ms. Pope’s qualifications to serve on our board include ~~his~~her current role as President and Chief Executive ~~Officer of the company, his more than 30 years of diverse experience as an employee of the company (which includes various executive and management positions) and his~~Officer; her extensive knowledge of the company and the utility ~~industry.~~industry; her diverse leadership experience in business and financial roles; and her corporate and civic board experience.



	Charles W. Shivery, age ~~71,~~73, director since February 2014; Chair of the Finance Committee and member of the Audit Committee ~~and the Finance Committee.~~
	Background. Mr. Shivery served as Chairman, President and Chief Executive Officer of Northeast Utilities, New England’s largest utility system, from March 2004 until his retirement in April 2012 following the completion of the merger between Northeast Utilities and NSTAR. Following his retirement, he served as ~~Chairman~~chairman of the ~~Board of Trustees~~board of Northeast Utilities from April 2012 to October 2013, and as a member of the ~~Board of Trustees~~board from October 2013 to May 2014. From 2007 to 2012, Mr. Shivery also served as ~~Chairman~~chairman of the boards of several wholly-owned subsidiaries of Northeast Utilities, including The Connecticut Light and Power Company, Public Service Company of New Hampshire, Western Massachusetts Electric Company, and Yankee Gas Services Company. Prior to joining Northeast Utilities in 2002, Mr. Shivery worked for 29 years at Constellation Energy Group, Inc. and its wholly-owned subsidiary, Baltimore Gas & Electric Company, where he served in various executive positions, including Co-President of Constellation Energy Group. From July 2009 to April 2018, Mr. Shivery isserved as a director of Webster Financial ~~Corporation and is chair of the compensation committee and a member of the executive committee. We believe that~~ Corporation. Qualifications. Mr. Shivery’s qualifications to serve on our board include his extensive knowledge of utility finance and operations, including safety and environmental programs, based on his nearly 40 years of experience in the utility industry, ~~including policy-making level director and executive officer positions while employed at Constellation Energy Group, Inc. and Northeast Utilities,~~ and his senior management level experience in capital, ~~and~~ financial ~~markets~~ and credit markets throughout his career at Constellation Energy and Northeast Utilities.

Directors are elected by a majority of the votes cast at the annual meeting. Election by a majority means that a director nominee is elected if the number of votes cast “FOR” such director nominee exceeds the number of votes cast “AGAINST” such director ~~nominee, provided that~~nominee. If a director fails to receive a majority of ~~the outstanding shares of common stock are present in person~~“FOR” votes, he or ~~represented by proxy at the annual meeting.~~she must tender his or her resignation. See “Director Resignation Policy” on page 12.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS.~~The Board of Directors unanimously recommends a vote “for” each nominee for election to the Board of Directors.

~~PROPOSAL~~

Proposal 2: ~~RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Ratification of the Appointment of Independent Registered Accounting Firm

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to audit the consolidated financial statements of PGE and its subsidiaries for the fiscal year ending December 31, ~~2017~~2019 and to audit the effectiveness of the company’s internal control over financial reporting as of December 31, ~~2017.~~2019.

The Audit Committee carefully considered the firm’s qualifications as an independent registered public accounting firm. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, the issues raised by the most recent quality control review, the coordination of the firm’s efforts with our internal audit department and its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under the rules of the Securities and Exchange ~~Commission’s rules~~Commission (“SEC”) and the Public Company Accounting Oversight Board (“PCAOB”) on auditor independence, including the nature and extent of non-audit services, to ensure that the provision of those services will not impair the independence of the auditors. The Audit Committee expressed its satisfaction with Deloitte in all of these respects.

Under ~~New York Stock Exchange~~NYSE and ~~Securities and Exchange Commission~~SEC rules, and the Audit Committee Charter, the Audit Committee is directly responsible for the selection, appointment, compensation, and oversight of the company’s independent registered public accounting firm and is not required to submit this appointment to a vote of the shareholders. The Board of Directors, however, considers the appointment of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the appointment of Deloitte for ratification by the shareholders as a matter of good corporate practice. One or more representatives of Deloitte are expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders. In the event that our shareholders fail to ratify the appointment, it will be considered as a direction to the Audit Committee to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and its shareholders.

Ratification of the appointment of Deloitte as the company’s independent registered public accounting firm will require that ~~a majority of the outstanding shares of common stock be present in person or represented by proxy at the annual meeting and that~~ the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE~~The Board of Directors unanimously recommends a vote “for” the ratification of the appointment of Deloitte & ~~TOUCHE~~Touche LLP ~~AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.~~

as the Company’s independent registered public accounting firm.

~~PROPOSAL~~

Proposal 3: ~~NON-BINDING ADVISORY VOTE ON APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS~~Advisory Vote on Executive Compensation

As described in detail in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation programs are designed to attract and retain our ~~named~~ executive officers and to provide them with incentives to advance the interests of our key stakeholders, which include our customers, our shareholders, our employees, and the communities we serve. ~~In designing these programs, we focus on the following principles:~~

~~PERFORMANCE BASED PAY~~

~~A significant portion of our executives’ pay should vary based on performance relative to key stakeholder interests;~~

~~Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance; and~~

~~Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.~~

~~REASONABLE, COMPETITIVE PAY~~

Executive pay should be competitive, but other considerations, such as individual qualifications, corporate performance and internal pay equity should also play a role in determining executive compensation.

~~SOUND GOVERNANCE AND COMPENSATION PRACTICES~~

In the Compensation Discussion and Analysis, under the heading “Executive Summary” (which begins on page 23), we highlight features of our compensation program that we believe reflect sound governance and compensation practices. We urge shareholders, in considering their vote, to review these actions and features and to read the entire Compensation Discussion and Analysis, appearing on pages 23 to 36 of this proxy statement, which describes in more detail how the company’s executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 2016 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 37 to 46 of this proxy statement, which provide detailed information on the compensation of our named executive officers. Our Compensation and Human Resources Committee and our Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our compensation objectives.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement by voting to approve the resolution set forth below. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, that the shareholders of the Portland General Electric Company (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the ~~2016~~2018 Summary Compensation Table and the other related tables and disclosure in the proxy statement for the Company’s ~~2017~~2019 Annual Meeting of Shareholders.”

Approval of this proposal will require that the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal.

The vote on this proposal is advisory, and therefore not binding on the company, the Compensation and Human Resources Committee or the Board of Directors. However, we value the opinions of our shareholders and to the extent there is a significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation and Human Resources Committee will evaluate whether any actions are necessary to address those concerns.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.~~

~~PROPOSAL 4: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS~~

~~As described in Proposal 3 above, our shareholders have~~The Board of Directors unanimously recommends a vote “for” the ~~opportunity to cast an advisory vote to approve~~approval of the compensation of our named executive officers, ~~(a “say-on-pay proposal”). This Proposal 4 affords~~as disclosed in this proxy statement.

Corporate Governance

Board of Directors

BOARD GOVERNANCE OVERVIEW

Our company is governed by our Board of Directors and committees of the Board of Directors that meet throughout the year. The board’s goal is to build long-term value for the company’s shareholders and to ensure the ~~opportunity~~vitality of the company for its customers, employees and the other individuals and organizations who depend on the company. To achieve these goals the board advises management on the development of company strategy and provides oversight of the company’s performance in relation to ~~cast~~its strategic plan.

Our board is committed to sound governance practices and has adopted Corporate Governance Guidelines to establish the governance framework for the management of the company. Our Corporate Governance Guidelines address, among other matters, the role of our board, board membership criteria, director retirement policies, director independence criteria, director and officer stock ownership requirements, board committees, and leadership development. In addition to our Corporate Governance Guidelines, the Board of Directors has adopted the following documents to establish our governance policies and practices:

Code of Business Ethics and Conduct;

Board Committee charters;

Related Person Transactions Policy;

Process for Handling Communications to the Board of Directors and Board Committees; and

Code of Ethics for Chief Executive and Senior Financial Officers.

These documents are published under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com and are available in print to shareholders, without charge, upon request to Portland General Electric Company at its principal executive offices at 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary.

BOARD LEADERSHIP STRUCTURE

We separate the roles of Chief Executive Officer and Chair of the Board of Directors in recognition of the differences between the two roles. The Chief Executive Officer is responsible for developing and implementing our strategic direction and providing day-to-day leadership of the company. Our Chair provides leadership to the board in approving the company’s strategic direction and advising and overseeing management in its execution of our strategy. Our Chair also provides leadership in defining the board’s structure and activities in the fulfillment of its responsibilities, sets the board meeting agendas with board and management input, and presides over meetings of the Board of Directors and shareholders. While our bylaws and Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, the board believes that having separate positions and having an ~~advisory vote~~independent outside director serve as Chair is the appropriate leadership structure for the company at this time. Jack E. Davis, our current Chair, is an independent director as defined in the NYSE listing standards and the company’s Categorical Standards for Determination of Director Independence.

SELECTION OF CANDIDATES FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the board for election as directors. Board nominees are identified through a retained search firm, suggestions from current directors and shareholders, and through other methods including self-nominations. For example, our newest director, Michael H. Millegan, was recommended by a third-party search firm prior to his nomination and election to the Board of Directors.

The committee believes it is important that the board represent a diversity of backgrounds and experience, including gender and racial diversity. In addition to considering a nominee’s contribution to the balance of skills and perspectives on ~~how often we should seek an advisory shareholder vote~~the board, the committee considers a variety of criteria for board membership, including:

Demonstration of significant accomplishment in a candidate’s field;

Ability to make a meaningful contribution to the board's oversight of the business and affairs of the company;

Reputation for honesty and ethical conduct in a candidate’s personal and professional activities;

Relevant background and knowledge in the utility industry, including knowledge of safety and environmental issues;

Experience and skills in areas important to the operation of the company; and

Business judgment, time availability, including the number of other boards of public companies on ~~such~~which a ~~say-on-pay proposal.~~nominee serves, and potential conflicts of interest.

In accordance with our Corporate Governance Guidelines, the ~~requirements of Section 14A~~Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders, taking into consideration the needs of the ~~Securities Exchange Act of 1934 and~~board and the ~~related rules~~qualifications of the ~~Securities~~candidate. To have a candidate considered by the Nominating and ~~Exchange Commission, we are providing~~Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

The shareholder’s name and evidence of ownership of PGE common stock, including the number of shares owned and the length of time of ownership; and

The candidate’s name, resume or listing of qualifications to be a director and consent to be named as a director nominee if selected by the Nominating and Corporate Governance Committee and nominated by the board.

The shareholder recommendation and information described above must be sent to the Chair of the Nominating and Corporate Governance Committee, in care of our Corporate Secretary, at Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204.

The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder or identified in some other manner. Once a person has been identified by the Nominating and Corporate Governance Committee as a candidate, the committee may collect and review publicly available information to assess whether the person should be considered further. If the committee determines that the person warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be a candidate and to serve on the board, the Nominating and Corporate Governance Committee may request information from the candidate, review the candidate’s accomplishments and qualifications, and compare them to the accomplishments and qualifications of any other candidates under consideration. The committee may also choose to interview the candidate. In certain instances, committee members may contact a candidate’s references or contact individuals with greater first-hand knowledge of the candidate’s accomplishments.

DIRECTOR RESIGNATION POLICY

The Company has adopted a director resignation policy, which is described in our Corporate Governance Guidelines. Under the policy, any director nominee who fails to receive a majority vote in an uncontested election is expected to tender his or her resignation within five days following the certification of the election results. The Nominating and Corporate Governance Committee will consider the offer of resignation and, within 45 days following the date of the election of directors, recommend to the board whether to accept or reject the offer of resignation. The committee will base its decision on factors the committee deems relevant, including the stated reason or reasons why shareholders voted against the ~~option~~director’s reelection and whether the director’s resignation from the board would be in the best interests of ~~selecting~~the company and its shareholders. The board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days after the date of the shareholders’ meeting at which the election of directors occurred. A director who was required to tender his or her resignation may not participate in the deliberations or decision regarding his or her offer of resignation. Within four business days after the board’s decision with respect to an offer of resignation, the Company will publicly disclose the board’s decision and, if applicable, reasons for rejecting the offer of resignation, in a ~~frequency of every year, every two years or every three years.~~ Form 8-K filed with the SEC.

DIRECTOR INDEPENDENCE

For a director to be considered independent under the ~~reasons described below,~~NYSE corporate governance listing standards, the Board of Directors ~~recommends~~must affirmatively determine that the director does not have any direct or indirect material relationship with the company, including any of the relationships specifically proscribed by the NYSE independence standards. The board considers all relevant facts and circumstances in making its independence determinations. Only independent directors may serve on our ~~shareholders select~~Audit Committee, Compensation and Human Resources Committee, and Nominating and Corporate Governance Committee.

In addition to complying with NYSE independence standards, our Board of Directors has adopted a ~~frequency~~formal set of ~~every year,~~categorical standards with respect to the determination of director independence. Under our Categorical Standards for Determination of Director Independence, a director must be determined to have no material relationship with the company other than as a director. These standards specify the criteria by which the independence of our directors will be determined, including guidelines for directors and their immediate families with respect to past employment or affiliation with the company, its customers or its independent registered public accounting firm. The standards also restrict commercial and not-for-profit relationships with the company, and prohibit Audit Committee members from having any accounting, consulting, legal, investment banking or financial advisory relationships with the company. Directors may not be given personal loans or extensions of credit by the company, and all directors are required to deal at arm’s length with the company and its subsidiaries, and to disclose any circumstance that may result in the director no longer being considered independent. The full text of our Categorical Standards for Determination of Director Independence is published as an addendum to our Corporate Governance Guidelines, which are available under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com.

During its review of director independence, the board considered whether there were any transactions or relationships between the company and any director or any member of his or her immediate family (or any entity of which a director or an ~~annual vote.~~immediate family member is an executive officer, general partner or significant equity holder). As part of its review of director independence,

~~Our shareholders voted on~~

the board considered Mark B. Ganz’ position as President and Chief Executive Officer and a ~~similar proposal in 2011~~director of Cambia Health Solutions, Inc. (“Cambia”) and Cambia’s business relationship with the ~~majority voting~~company during the last three fiscal years. PGE and Local Union No. 125 of the International Brotherhood of Electrical Workers have established a trust that is partly funded by PGE to provide health and welfare benefits to employees and retirees who are covered by one of the collective bargaining agreements between PGE and the union. By action of the Board of Trustees that administers the trust, the trust engaged Regence BlueCross BlueShield of Oregon, a subsidiary of Cambia, to provide health products and services. The board also considered whether there were charitable contributions to not-for-profit organizations for which a ~~frequency~~director or an immediate family member of ~~every year. Accordingly,~~a director serves as a board member or executive officer. In addition, the board considered that in the ordinary course of our business we ~~have thereafter submitted a say-on-pay proposal~~provide electricity to ~~our shareholders~~some directors and entities with which they are affiliated on ~~an annual basis, which has allowed our shareholders~~the same terms and conditions as provided to ~~annually express their views on our executive compensation program.~~other customers of the company.

As a result of this review, the ~~preference indicated~~board affirmatively determined that the following directors nominated for election at the annual meeting are independent under the NYSE listing standards and our independence standards: John W. Ballantine, Rodney L. Brown, Jr., Jack E. Davis, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson, Michael H. Millegan, Neil J. Nelson, M. Lee Pelton and Charles W. Shivery. Also, the board previously determined that David A. Dietzler was independent under the NYSE

listing standards and our independence standards.

The board determined that Maria M. Pope is not independent because of her employment as the company’s President and Chief Executive Officer.

BOARD OVERSIGHT OF RISK

The Board of Directors is responsible for overseeing the company’s Enterprise Risk Management Program, with particular emphasis on the most significant risks facing the company. Day-to-day management of risks is the responsibility of management. To fulfill its responsibilities in this area, management has established an Executive Risk Committee, whose responsibilities include the following:

Guiding and supporting the Enterprise Risk Management Program strategy and framework;

Overseeing and ensuring the adequacy of the Company's risk governance structure;

Guiding and supporting a risk intelligent approach to decision-making, an open dialogue concerning risk, and a culture of accountability for managing risk;

Overseeing the execution of the risk management process, including the identification and assessment of the Company's risks;

Overseeing and directing risk monitoring activities;

Providing support and oversight of the collection, storage, and reporting of risk data; and

Assisting the Board of Directors in fulfilling its risk oversight duties and responsibilities.

The Executive Risk Committee is aided in its work by various subcommittees, including a Risk Panel, which is responsible for executing an annual corporate-wide risk assessment, the results of which are used to establish goals and priorities for the next year.

The role of the Board of Directors in the company’s risk oversight process includes receiving regular reports from management on areas of material risk, including operational, safety, environmental, financial, legal, regulatory, and strategic risks. These reports provide insight on the material risks faced by the company and help the board understand and provide input regarding the company’s risk management framework and risk mitigation strategies and processes.

While the board has ultimate responsibility for oversight of risk management, various committees of the board assist it in fulfilling its oversight responsibilities for certain areas of risk:

The Audit Committee oversees risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The committee assists the board in fulfilling its risk management oversight responsibilities by reviewing a variety of reports, including an annual report on the company’s environmental risk mitigation program, and quarterly reports from the company’s Internal Audit department, subcommittees of the company’s Executive Risk Committee, and other members of the management team.

The Compensation and Human Resources Committee is responsible for overseeing the management of risks arising from the company’s compensation and human resources policies and programs. The committee has engaged its independent compensation consultant to perform an annual review of risks associated with the company’s incentive compensation plans and practices. The committee also receives reports from management at least annually on the company’s safety, workforce management, pay equity, and diversity and inclusion programs and results.

The Nominating and Corporate Governance Committee assists the board in overseeing the management of risks associated with board organization, membership, and structure; succession planning for directors; and corporate governance.

The Finance Committee assists the board in overseeing the management of risks associated with the company’s power operations and energy trading, capital projects, finance activities, credit and liquidity, and benefit plan investments.

BOARD MEETINGS

Directors are expected to attend all board meetings and meetings of committees on which they serve, as well as the annual shareholders’ meeting. During 2018, each director attended all of the meetings of the Board of Directors and meetings held by all committees on which the director served. All of the directors also attended the 2018 annual meeting of shareholders. There were four meetings of the Board of Directors in 2018.

Under our ~~shareholders~~Corporate Governance Guidelines, the non-management directors must meet in ~~2011,~~executive session without management at least quarterly. The Chair of the board presides over these executive sessions. The non-management directors met in executive session four times in 2018, generally at the end of each regular quarterly board meeting. In the event that the non-management directors include directors who are not independent under the NYSE listing standards, our Corporate Governance Guidelines require the independent directors to meet separately in executive session at least once a year. Throughout 2018, all of our non-management directors were independent under the NYSE listing standards. Accordingly, the four meetings of our non-management directors in 2018 also constituted meetings of our independent directors.

Board Committees

STANDING COMMITTEES AND COMMITTEE MEMBERSHIP

The Board of Directors has four standing committees:

the Audit Committee,

the Nominating and Corporate Governance Committee,

the Compensation and Human Resources Committee, and

the Finance Committee.

Current copies of the charters for each of these committees are available under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com. The Board of Directors has determined that each of the members of these four committees is an independent director under the New York Stock Exchange listing standards.

The table below provides membership information for each of these standing committees as of March 1, 2019.



Name	Audit Committee	Nominating and Corporate Governance Committee	Compensation and Human Resources Committee	Finance Committee
John W. Ballantine			ü	ü
Rodney L. Brown, Jr.		ü		ü
Jack E. Davis		ü
David A. Dietzler	ü	ü
Kirby A. Dyess	ü		Chair
Mark B. Ganz	ü		ü
Kathryn J. Jackson			ü	ü
Michael H. Millegan	ü			ü
Neil J. Nelson	Chair		ü
M. Lee Pelton		Chair		ü
Charles W. Shivery	ü			Chair

AUDIT COMMITTEE

The Audit Committee met four times in 2018. Under the terms of its charter, the Audit Committee must meet at least once each quarter. The committee regularly meets separately with management, our internal auditor and our independent registered public accounting firm. The responsibilities of the committee include:

Retaining our independent registered public accounting firm;

Evaluating the qualifications, independence and performance of our independent registered public accounting firm;

Overseeing matters involving accounting, auditing, financial reporting, and internal control functions, including the integrity of our financial statements and internal controls;

Approving audit and permissible non-audit service engagements to be undertaken by our independent registered public accounting firm through the pre-approval policies and procedures adopted by the committee;

Reviewing the performance of our internal audit function;

Reviewing the company’s annual ~~advisory vote~~and quarterly financial statements and the company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our reports on ~~executive compensation is~~Forms 10-K and 10-Q and recommending to the ~~most~~Board of Directors whether the financial statements should be included in the annual report on Form 10-K;

Overseeing matters related to the legal compliance functions of the company; and

Assisting the board in fulfilling its responsibility to oversee our Enterprise Risk Management Program.

The committee has the authority to secure independent expert advice to the extent the committee determines it to be appropriate, ~~option for PGE.~~ including retaining independent counsel, accountants, consultants or others, to assist the committee in fulfilling its duties and responsibilities.

The Board of Directors has determined that Mr. Dietzler, Mr. Nelson and Mr. Shivery are “audit committee financial experts” as that term is defined under SEC rules.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee met five times in 2018. Under the terms of its charter, the committee must meet at least two times annually. The responsibilities of the committee include:

Identifying and recommending to the board individuals qualified to serve as directors and on committees of the board;

Advising the board with respect to board and committee composition and procedures;

Developing and recommending to the board a set of corporate governance guidelines and reviewing such guidelines at least annually;

Reviewing the succession plans for the Chief Executive Officer and senior officers either as a committee, or together with the full board; and

Overseeing the self-evaluation of the board and coordinating the evaluations of the board committees.

The committee may retain search firms to identify director candidates, and has the sole authority to approve the search firm’s fees and other retention terms. The committee also ~~believes that an annual advisory vote on executive compensation provides shareholders~~may retain independent counsel or other consultants or advisers as it deems necessary to assist in its duties to the company.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

The Compensation and Human Resources Committee met five times in 2018. Under the terms of its charter, the committee must meet at least two times annually. The responsibilities of the committee include:

Together with ~~an opportunity to provide timely, direct input on~~the other independent directors, evaluating the performance of the Chief Executive Officer annually in light of the goals and objectives of our executive compensation ~~philosophy, policies~~plans, both generally and ~~practices. We therefore request that our shareholders select “One Year” when voting on~~with respect to approved performance goals;

Evaluating annually the frequency of advisory votes on executive compensation. We understand that our shareholders may have different views as to what is the best approach for PGE, and we look forward to hearing from our shareholders on this proposal. While the results of voting on this proposal will not be binding on our Board of Directors, the board values shareholders’ opinions and will take the resultsperformance of the ~~vote into account when determining~~other executive officers in light of the ~~frequency of a shareholder advisory vote on~~goals and objectives applicable to such executive ~~compensation.~~

~~You~~officers, which may ~~cast your vote on your preferred voting frequency by choosing~~include requesting that the ~~option of one year, two years, three years or abstain from voting when you vote in response~~Chief Executive Officer provide performance evaluations for such executive officers and recommendations with respect to the ~~resolution set forth below.~~compensation of such executive officers (including long-term incentive compensation);

~~“RESOLVED, that~~Together with the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approveother independent directors, determining and approving the compensation of the ~~named~~Chief Executive Officer in light of the evaluation of the Chief Executive Officer’s performance;

Determining and approving the compensation of the other executive officers in light of the evaluation of such officers’ performance;

Reviewing and approving, or recommending approval of, perquisites and other personal benefits to our executive officers;

Reviewing and recommending the appropriate level of compensation for board and committee service by non-employee members of the board;

Reviewing our executive compensation plans and programs annually, and approving or recommending to the board new compensation plans and programs or amendments to existing plans and programs;

Together with the other independent directors, overseeing the Company’s clawback policy and the recovery of performance-based compensation awards as ~~disclosed~~appropriate; and

Reviewing and approving any severance or termination arrangements to be made with any executive officer.

Under its charter, the committee has authority to retain compensation consultants to assist the committee in carrying out its responsibilities, including sole authority to approve the consultants’ fees and other retention terms. The committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it on matters related to executive compensation.

The committee is supported in its work by members of our Total Rewards Department. The formal role of our executive officers in determining executive compensation is limited to the responsibility of the Chief Executive Officer to provide the committee with a self-evaluation, as well as an evaluation of the performance of the other executive officers. The committee may also seek input from our executive officers in developing an overall compensation philosophy and in making decisions about specific pay components.

The committee has authority to conduct or authorize investigations or studies of matters within the committee’s scope of responsibilities, and to retain independent counsel or other consultants or advisers as it deems necessary to assist it in those matters. To the extent permitted by applicable law, regulation or the NYSE listing standards, the committee may form subcommittees and delegate to the subcommittees, or to the committee chairperson individually, such power and authority as the committee deems appropriate.

FINANCE COMMITTEE

The Finance Committee met four times in 2018. Under the terms of its charter, the committee meets as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than annually. The responsibilities of the committee include:

Reviewing and recommending to the board financing plans, and annual capital and operating budgets, proposed by management;

Reviewing, and approving or recommending, certain costs for projects, initiatives, transactions and other activities within the ordinary business of the company;

Reviewing our capital and debt structure, approving or recommending to the board the issuance of secured and unsecured debt, and recommending to the board the issuance of equity;

Reviewing and recommending to the board dividends, including changes in dividend amounts, dividend payout goals and objectives;

Reviewing earnings forecasts;

Assisting the board in fulfilling its oversight responsibilities with respect to the management of risks associated with the company’s power operations, capital projects, finance activities, credit and liquidity;

Reviewing and recommending to the board investment policies and guidelines and the use of derivative securities to mitigate financial and foreign currency exchange risk; and

Overseeing the control and management of benefit plan assets and investments.

Director Compensation

2018 DIRECTOR COMPENSATION

The table below describes the compensation earned by the individuals who served as non-employee directors in 2018.



Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)	All Other Compensation (3)		Total
John W. Ballantine		$90,375	$99,976		$1,163		$191,514
Rodney L. Brown, Jr.	86,000		99,976	1,163		187,139
Jack E. Davis	143,000		99,976	1,163		244,139
David A. Dietzler	86,000		99,976	1,163		187,139
Kirby A. Dyess	97,250		99,976	1,163		198,389
Mark B. Ganz	86,000		99,976	1,163		187,139
Kathryn J. Jackson	86,000		99,976	1,163		187,139
Neil J. Nelson	101,000		99,976	1,163		202,139
M. Lee Pelton	93,500		99,976	1,163		194,639
Charles W. Shivery	89,750		99,976	1,163		190,889


(1)	Amounts in this column include annual cash retainers and committee service fees.

(2)

These amounts represent the grant date fair value of restricted stock unit grants made in 2018, the terms of which are discussed below in the section entitled “Restricted Stock Unit Grants.” The annual equity grants were made effective April 25, 2018 in respect of services to be performed during the ensuing 12-month period. As of December 31, 2018, each director held 613 unvested restricted stock units.


(3)	This column represents amounts earned in respect of dividend equivalent rights under restricted stock unit awards. See the discussion below under “Restricted Stock Unit Grants.” The value of the dividend equivalent rights was not incorporated into the “Stock Awards” column.

CURRENT COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

The following table describes the current compensation arrangements with our non-employee directors:



Annual Cash Retainer Fees
Annual Cash Retainer Fee for Directors		$50,000
Additional Annual Cash Retainer Fee for Chair of the Board	75,000
Additional Annual Cash Retainer Fee for Audit Committee Chair	15,000
Additional Annual Cash Retainer Fee for Compensation and Human Resources Committee Chair	11,250
Additional Annual Cash Retainer Fee for Other Committee Chairs	7,500
Annual Committee Service Fee (per committee)	18,000
Value of Annual Grant of Restricted Stock Units	100,000

The annual cash retainers and the annual committee service fee are paid quarterly in arrears. We will also reimburse certain expenses related to the directors’ service on the board, including expenses in connection with attendance at board and committee meetings.

RESTRICTED STOCK UNIT GRANTS

Each of our non-employee directors receives an annual grant of restricted stock units. The number of restricted stock units each director receives is determined by dividing $100,000 by the closing price of PGE common stock on the date of grant. These grants are typically made on or around the date of our annual meeting of shareholders.

Each restricted stock unit generally represents the right to receive one share of common stock at a future date. Provided that the director remains a member of the board, the restricted stock units vest over a one-year vesting period in equal installments on the last day of each calendar quarter. Restricted stock units do not have voting rights with respect to the underlying common stock until the units vest and the common stock is issued.

Each director also is granted one dividend equivalent right with respect to each restricted stock unit. Each dividend equivalent right represents the right to receive an amount equal to the dividends that are paid on one share of common stock and that have a record date between the grant date and vesting date of the related restricted stock unit. The dividend equivalent rights are settled exclusively in cash on the date that the related dividends are paid to holders of common stock for awards made prior to February 13, 2018, and, for later awards, on the vesting date of the underlying shares.

The grants of restricted stock units and dividend equivalent rights are made pursuant to the terms of the Portland General Electric Company Stock Incentive Plan. The grants are subject to the terms and conditions of the plan and agreements between PGE and each director.

STOCK OWNERSHIP REQUIREMENTS FOR NON-EMPLOYEE DIRECTORS

Our Corporate Governance Guidelines require each non-employee director to own shares of PGE common stock with a value equal to at least five times the value of the annual base cash retainer fee for non-employee directors. Non-employee directors must meet this requirement within five years following the first meeting at which they are elected. All of our directors either meet the stock ownership requirement or are on track to do so by the applicable target date. Our stock ownership policy for executive officers is described on page 35 of this proxy statement.

OUTSIDE DIRECTORS’ DEFERRED COMPENSATION PLAN

The company maintains the Portland General Electric Company 2006 Outside Directors’ Deferred Compensation Plan to provide directors with the opportunity to defer payment of compensation for their board service. Directors may defer fees and retainers, as well as any other form of cash remuneration. Deferral elections must be made no later than December 15 of the taxable year preceding the year in which the compensation is earned. Deferrals accumulate in an account that earns interest at a rate that is one-half a percentage point higher than the Moody’s Average Corporate Bond rate. Benefit payments under the plan may be made in a lump sum or in monthly installments over a maximum of 180 months.

Other Governance Policies and Practices

BUSINESS ETHICS POLICIES

All of our directors, officers and employees are required to comply with our Code of Business Ethics and Conduct. This code of ethics covers all areas of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, and legal and regulatory compliance. Our Chief Executive Officer, Chief Financial Officer and Controller are also required to abide by the Code of Ethics for Chief Executive and Senior Financial Officers. These ethics codes form the foundation of a comprehensive program of compliance with our Guiding Behaviors: Be Accountable, Earn Trust, Dignify People, Make the Right Thing Happen, Positive Attitude and Team Behavior. Employees are responsible for reporting any violation of our ethics codes.

The texts of the Code of Business Ethics and Conduct and the Code of Ethics for Chief Executive and Senior Financial Officers are available under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com or in print to shareholders, without charge, upon request to Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary. Any amendments to either of these codes, and any waiver of the Code of Ethics for Chief Executive and Senior Financial Officers, and of certain provisions of the Code of Business Ethics and Conduct for directors, executive officers or our Controller, will be disclosed to our shareholders to the extent required by law.

As required by NYSE rules, our Audit Committee has procedures in place regarding the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters and allowing for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. In addition, we have a Policy Regarding Compliance with Securities and Exchange ~~Commission’s~~Commission Attorney Conduct Rules that requires all of our lawyers to report to the appropriate persons at the company evidence of any actual, potential or suspected material violation of state or federal law or breach of fiduciary duty by the company or any of its directors, officers, employees or agents.

TRANSACTIONS WITH RELATED PERSONS

Our board recognizes that transactions between the company and certain individuals and entities, including the company’s directors and officers, may raise questions as to whether those transactions are consistent with the best interests of the company and its shareholders. Accordingly, the Board of Directors has adopted a written Related Person Transactions Policy, which

addresses the company’s policies regarding the review, approval, or ratification of certain transactions between the company and certain “related persons,” including our directors, executive officers, director nominees, and owners of more than 5% of any class of our voting securities. Under the policy, transactions between the company and a related person involving more than $120,000 in which the related person has a direct or indirect material interest are not permitted unless the Nominating and Corporate Governance Committee determines that the transaction is in, or is not inconsistent with, the best interests of the company and its shareholders. Before entering into such a transaction with the company, the related person or the business unit leader responsible for the potential transaction is required to provide notice to the General Counsel of the facts and circumstances of the proposed transaction. Certain types of transactions—including executive and director compensation that is required to be disclosed under SEC disclosure rules ~~(which disclosure shall~~and the provision of tariff-based utility service—are exempt from the policy.

Our Related Person Transactions Policy supplements and does not supersede other policies that apply to transactions with related persons, such as our Code of Business Ethics and Conduct. Under our Code of Business Ethics and Conduct, our directors, officers, and employees must report any violation of the code or any situation or matters that may be considered to be unethical or a conflict of interest. Any potential conflict of interest under the code involving a director, an executive officer, or our Controller is reviewed by the Audit Committee. Only the Audit Committee may waive such a conflict, which will be promptly disclosed to our shareholders as required by law.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors and the Audit Committee have approved a process for handling communications to the Board of Directors and its committees. Shareholders and other interested parties may submit written communications to the Board of Directors (including the Chair), a board committee, or the non-management directors as a group. Communications may include the ~~Compensation Discussion~~reporting of concerns related to governance, corporate conduct, business ethics, financial practices, legal issues and ~~Analysis, the Summary Compensation Table,~~accounting or audit matters. Communications should be in writing and ~~the other related tables and disclosure).”~~

A plurality of the votes cast for Proposal 4 will determine the shareholders’ preferred frequency for conducting an advisory vote on executive compensation. This means that the option of one year, two years or three years that receives the greatest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding onaddressed to the Board of Directors, or ~~PGE,~~any individual director or group or committee of directors by either name or title, and should be sent in care of:

Portland General Electric Company

Attention: Corporate Secretary

121 SW Salmon Street, 1WTC1301

Portland, Oregon 97204

All appropriate communications received from shareholders and other interested parties will be forwarded to the Board of Directors, or the specified director, board committee or group of directors, as appropriate.

A full description of our process for handling communications with the board ~~may decide that it~~ is inpublished under the ~~best interests~~“Corporate Governance” section of our website at www.investors.portlandgeneral.com and is available in print to shareholders, ~~and PGE~~without charge, upon request to ~~hold an advisory vote on~~Portland General Electric Company at its principal executive ~~compensation more or less frequently than the option preferred by our shareholders.~~

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU SELECT “ONE YEAR” FOR THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.~~

offices at 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation and Human Resources Committee during 2018 were John W. Ballantine, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson and Neil J. Nelson. All members of the committee during 2018 were independent directors and no member was an employee or former employee. During 2018, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation and Human Resources Committee or Board of Directors.

Audit Committee Matters

Audit Committee Report

The Audit Committee assists the Board of Directors in fulfilling its obligations regarding matters involving the accounting, auditing, financial reporting, internal control, and legal compliance functions of the company. Management is responsible for the company’s internal controls and the financial reporting process, including the integrity and objectivity of the company’s financial statements. The company’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), is responsible for performing an independent audit of the company’s financial statements, expressing an opinion as to the conformity of the annual financial statements with generally accepted accounting principles, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting, and reviewing the company’s quarterly financial statements.

The committee has met and held discussions with management and Deloitte regarding the fair and complete presentation of the company’s financial results and the effectiveness of the company’s internal control over financial reporting. The committee has discussed with Deloitte significant accounting policies that the company applies in its financial statements, as well as alternative treatments. The committee also discussed with the company’s internal auditor and Deloitte the overall scope and plans for their respective audits.

Management represented to the committee that the company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the committee has reviewed and discussed the consolidated financial statements with management and Deloitte. The committee has discussed with Deloitte the matters required to be discussed under the applicable rules adopted by the Public Company Accounting Oversight Board.

The committee reviewed and discussed with Deloitte all communications required by generally accepted auditing standards. In addition, the committee has received the written disclosures and the letter regarding independence from Deloitte, as required by applicable requirements of the Public Company Accounting Oversight Board, and has discussed such information with Deloitte.

Based upon the review, discussions and representations referenced above, the committee recommended to the Board of Directors that the audited consolidated financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC.

The committee has appointed Deloitte as the company’s independent registered public accounting firm for fiscal year 2019.

~~COMPENSATION AND HUMAN RESOURCES~~AUDIT COMMITTEE ~~REPORT~~

Neil J. Nelson (Chair)

Kirby A. Dyess

Mark B. Ganz

Michael H. Millegan

Charles W. Shivery

Principal Accountant Fees and Services

The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for 2018 and 2017 were as follows:



	2017		2018
Audit Fees (1)		$1,665,725	$	1,747,880
Audit-Related Fees (2)	99,000		25,000
Tax Fees (3)	—		15,404
All Other Fees (4)	3,790		3,790
Total	$	1,768,515	$	1,792,074

(1)

For professional services rendered for the audit of our consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 and for the review of the interim consolidated financial statements included in quarterly reports on Form 10-Q. Audit Fees also include services normally provided in connection with statutory and regulatory filings or engagements, assistance with and review of documents filed with the SEC, the issuance of consents and comfort letters, as well as the independent auditor’s report on the effectiveness of internal control over financial reporting.

(2)

For assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements not reported under “Audit Fees” above, including attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards, and audits of the statements of activities of jointly owned facilities. Also includes amounts reimbursed to PGE in connection with cost sharing arrangements for certain services.


(3)	For professional tax services, including consulting and review of tax returns.


(4)	For all other products and services not included in the above three categories, including reference products related to income taxes and financial accounting matters.

Pre-Approval Policy for Independent Auditor Services

The Audit Committee must separately pre-approve the engagement of the independent registered public accounting firm to audit our consolidated financial statements. Prior to the engagement, the Audit Committee reviews and approves a list of services, including estimated fees, expected to be rendered during that year by the independent registered public accounting firm.

In addition, the Audit Committee requires pre-approval of all audit and permissible non-audit services provided by the company’s independent auditors, pursuant to a pre-approval policy adopted by the committee. The term of pre-approval is 12 months, unless the Audit Committee specifically provides for a different period. A detailed written description of the specific audit, audit-related, tax and other services that have been pre-approved, including specific monetary limits, is required. The Audit Committee may also pre-approve particular services and fees on a case-by-case basis. Management and the independent auditors are required to report at least quarterly to the Audit Committee regarding the actual services, and fees paid for such services, compared to the services and fees that were pre-approved in accordance with this policy.

All audit and permissible non-audit services provided by the independent auditors during 2018 and 2017 were pre-approved by the Audit Committee.

Executive Compensation

Compensation Committee Report

The Compensation and Human Resources Committee of the ~~Board of Directors~~board reviewed and discussed with the company’s management the following Compensation Discussion and Analysis. Based on that review and discussion, the Compensation and Human Resources Committee recommended to the ~~Board of Directors~~board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

Kirby A. Dyess (Chair)

John W. Ballantine

Mark B. Ganz

Kathryn J. Jackson

Neil J. Nelson

~~February 14, 2017~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~ Compensation Discussion and Analysis

This Compensation Discussion and Analysis ~~describes~~is intended to provide an understanding of our compensation philosophy and practices, the elements of our executive compensation ~~policies~~program, and ~~practices at PGE, as they relate to~~the decisions we made regarding the 2018 compensation of the following ~~individuals, who were our “named~~named executive ~~officers” (our principal executive officer, principal financial officer and three other most highly compensated executive officers) in~~ ~~2016~~:officers:

~~James J. Piro~~Maria M. Pope, President and Chief Executive Officer;

James F. Lobdell, Senior Vice President, Finance, Chief Financial Officer and Treasurer;

~~Maria M. Pope, Senior Vice President, Power Supply, Operations and Resource Strategy;~~

~~J. Jeffrey Dudley~~Lisa A. Kaner, Vice President, General Counsel and Corporate Compliance Officer;

John T. Kochavatr, Vice President, Information Technology and Chief Information Officer; and

William O. Nicholson, ~~Senior~~ Vice President, ~~Customer Service, Transmission and Distribution.~~Utility Technical Services.

~~Executive Summary~~

~~2016~~2018 BUSINESS HIGHLIGHTS

In ~~2016~~2018 we ~~extended our strong track record of achieving~~achieved solid ~~operating~~financial and operational performance while ~~implementing~~continuing to develop and execute on our ~~long-term strategic plans. While we faced some unexpected challenges that affected~~strategy:

Delivering exceptional customer experiences,

Investing in a reliable and clean energy future,

Building a smarter, more resilient grid, and

Pursuing excellence in our ~~financial performance, we were able to finish~~work.

Some of the ~~year toward the upper end~~highlights of our ~~revised earnings guidance. Below we describe some of our accomplishments for the year.~~year are summarized below.

Financial Performance

~~Net~~For 2018 net income ~~return~~was $212 million, resulting in earnings per diluted share (“EPS”) of $2.37, which was within our guidance for the year. Return on equity (“ROE”) was 8.6%, or 90.6% of allowed ROE.

Our financial performance was aided by strong customer growth of 1.3%, targeted operating and ~~diluted earnings per share (“EPS”)~~maintenance savings, and the settlement of litigation related to the construction of our Carty gas-fired generating plant. These factors were ~~up relative to 2015.~~

~~Net income~~partially offset by milder weather and ~~ROE for 2016 were $192.7 million and 8.38%, respectively.~~

~~EPS was $2.16, slightly below our initial guidance of $2.20 to $2.35, but within the revised guidance range of $2.05 to $2.20 provided~~higher power costs resulting from a natural gas pipeline rupture in Canada as well as outages at our ~~first quarter earnings call. The primary negative drivers of our financial performance were milder than forecasted weather conditions during 2016 (approximately $0.22 per share)~~Colstrip and ~~increased costs to complete our Carty Generating Station and begin the process to pursue litigation against the contractor and sureties (approximately $0.05 per share).~~Boardman plants.

Utility Operations

Our customer satisfaction ~~national~~ rankings were top quartile nationally for residential, general business, and key customers. We were ranked number one among large electric utilities in the Western region, according to the JD Power 2018 Electric Utility Business Customer Satisfaction Study.

We maintained a reliable power supply during a period of unprecedented volatility, demonstrating the value of our diverse generating portfolio and participation in the Western energy market.

Generation plant availability was ~~93.43%~~92.7% for ~~2016,~~the year, above the maximum performance target under our annual incentive plan. (See “Annual Cash Incentive Awards” below for details about how we calculate and set performance targets for generation plant availability.)

~~Our net variable power cost savings exceeded~~ the maximum performance level under our annual cash incentive ~~award~~ program.

~~Capital Investments~~

On July 29, 2016, we placed the Carty Generating Station, a 440 MW natural gas-fired baseload resource in Eastern Oregon, into service. The plant continues to operate as designed and had a 92.01% availability rate through December 2016. Beginning

~~August 1, 2016, PGE began recovering $514 million~~We made progress on key measures of ~~capital costs~~transmission and distribution system reliability. For example, our results for SAIDI and SAIFI, which measure aggregate outage minutes and number of outages relative to the ~~construction~~number of customers served, saw significant improvement over our 2017 results. However, our results for CAIDI, which measures average outage restoration time, were slightly improved relative to 2017 but still below the ~~Carty Generating Station, as well as the plant’s operating costs approved as~~threshold level under our annual incentive plan. In 2019 we will continue to focus on improving system reliability through investments in infrastructure and technology and improvements in field operations.

Regulatory and Litigation Results

We achieved a ~~part of the 2016~~positive outcome in our 2019 General Rate Case. As a result of the default and termination of the general contractor for the project, PGE expects the total capital expenditures to exceed this amount, and is currently forecasting costs, including allowance for funds used during construction, of $640 million. This forecast does not reflect offsetting amounts that may be received under a performance bond PGE obtained on the project, or from the contractor orIn its ~~parent company~~. ~~PGE continues to pursue legal action against the contractor and Liberty Mutual and Zurich North America, the two sureties that issued the performance bond.~~

~~Regulatory Progress~~

PGE partnered with a diverse group of stakeholders, including consumer advocates and environmental organizations, on a proposal to transition Oregon off coal-fired electricity generation and to double the renewable portfolio standard to 50% for the state’s two largest utility companies. The bill received bipartisan support in the Oregon legislature and was signed into law as the Oregon Clean Electricity and Coal Transition Plan on March 11, 2016.

~~On November 15, 2016, we filed our 2016 Integrated Resource Plan (“IRP”) with~~final order, the Oregon Public Utility Commission (“OPUC”), approved new prices, effective January 1, 2019, which ~~would put PGE on target for meeting Oregon’s expanded renewable energy requirements. The IRP calls for increases in energy efficiency~~reflect our plans to make needed investments to replace parts of our aging transmission and ~~customer-side demand response, renewable energy resources,~~distribution infrastructure, enhance our information security programs, and ~~flexible dispatchable resources. PGE is targeting mid-2017 for acknowledgement~~update our customer engagement infrastructure. Other key terms of the ~~IRP, after~~order are: a ~~period~~return on equity of 9.5%, a capital structure of 50% debt and 50% equity, and a rate base of $4.75 billion (up from $4.5 billion).

We reached a settlement in our litigation relating to the construction of our gas-fired Carty plant (the “Carty Settlement”). Under the terms of our settlement agreement with the construction contractor, its parent company, and the sureties that issued a performance bond to guarantee the contractor’s performance, (i) the sureties paid $130.0 million to PGE, (ii) the contractor, its parent company and the sureties released all claims against PGE arising out of the Carty construction, and (iii) PGE released all such claims against the other parties. The estimated net financial impact of the Carty Settlement and release of reserves related to project litigation was an approximate $15.0 million reduction to operating expenses, or $0.12 earnings per share.

Progress Toward a Cleaner, Smarter Energy Future

We executed on our 2016 Integrated Resource Plan, which outlines our 20-year plan for ~~review~~providing safe, reliable and ~~comment~~affordable energy for our customers. In February 2019 we announced plans for the construction of a new energy facility in Eastern Oregon combining 300 megawatts of wind generation with 50 megawatts of solar generation and 30 megawatts of battery storage. The company will own 100 megawatts of the wind project, and a subsidiary of NextEra Energy Resources will own the balance of the project and sell its output to PGE under 30-year power purchase agreements. We remain on track to exceed Oregon’s renewable power goals with 20% qualifying renewables by ~~OPUC staff~~2020 and ~~stakeholders.~~50% by 2040, excluding existing hydroelectric resources.

~~On December 27, 2016, we~~We successfully concluded our five-year Customer Engagement Transformation project, a comprehensive set of initiatives to improve the company’s customer service operations. The project included the replacement of our customer information system and our meter data management system, which will allow us to offer new billing options and take advantage of emerging smart grid technologies.

We continued to partner with other Oregon stakeholders to develop and implement technologies of the future:

◦

We filed a proposal with the OPUC for a Smart Grid Test Bed that will integrate smart grid technology. The plan involves building and testing three smart grids within our service area that will enable more than 20,000 customers to take advantage of special demand-response signals and incentives for using smart-home technologies, giving them greater energy efficiency opportunities and increased control over their energy use and carbon footprint.

◦

We gained approval by the OPUC of our Transportation Electrification Plan and announced several new pilot programs geared toward supporting Oregon’s transition toward electric vehicles. These programs include a collaboration with Tri-Met, Portland’s local transportation authority, to install electric bus charging stations, an outreach and technical assistance program to help educate Oregonians about electric vehicle use, and the expansion of PGE’s electric vehicle charging stations in our service territory. In February 2019, we filed two additional proposals for business and residential electric vehicle charging programs.

We filed a proposal with the OPUC ~~as contemplated by the Oregon Clean Electricity~~for a new green tariff, which would create a voluntary option for large business and ~~Coal Transition Plan. In its filing, PGE proposed a variety of pilots~~municipal customers to ~~build more electric transportation infrastructure, educate customers about the benefits of electricity as a fuel, and implement innovative programs to test~~purchase power directly from new ~~technologies.~~solar, wind or other renewable energy facilities.

~~ALIGNMENT OF EXECUTIVE PAY WITH PERFORMANCE~~Capital Investment

Our capital investments for 2018 were approximately $606 million, and approximately $1.7 billion over the three-year period ended December 31, 2018. These numbers reflect our investments in generation resources, our transmission and distribution system, our new customer information system, and information technology.

2018 INCENTIVE AWARD RESULTS

The payouts under our named executive ~~pay for 2016 reflected~~officers’ incentive awards reflect the alignment of our ~~incentive program~~executive pay with company ~~performance.~~ performance:

Annual Cash Incentive Award Program:We performed at or near maximum levels relative to ~~three of the goals of~~ our ~~annual cash incentive program (customer~~customer satisfaction, generation plant availability, and power cost ~~management) but below~~management goals, and above target ~~relative~~with respect to ~~two of~~ our ~~goals (electric~~electric service power quality goal. Our earnings results were above target at $2.37 per share. After considering these results, the Compensation and ~~earnings~~Human Resources Committee and other independent directors determined that the financial impact of the Carty Settlement should be excluded from the calculation of EPS for purposes of the annual cash

incentive plan. After this adjustment, our EPS results were below target at $2.25 per ~~share), which resulted in~~share. These performance results yielded payouts between 112.0% and 114.3% of our named executive ~~awards that were 85.8% to 99.8% of~~officers’ target annual cash incentive ~~target~~ awards.

Long Term Incentive Award Program:Under our ~~2014-2016~~2016-2018 equity incentive awards, ~~above-target~~we achieved the maximum performance level relative to our regulated asset base ~~performance~~goal and ~~total shareholder return performance were partially offset by below-target~~below target performance relative to our ROE ~~goal, resulting in~~goal. Our total shareholder return (“TSR”) results were below threshold and executives did not earn a payout with respect to that goal. Overall, award payouts ~~that~~ were ~~116.3%~~82.2% of the target awards.

For a detailed discussion of these awards, see pages 28 to ~~35.~~

34.

~~How We Make Compensation Decisions~~ HOW WE DETERMINE EXECUTIVE PAY

~~COMPENSATION PHILOSOPHY~~

The goals of our executive compensation program are to attract and retain highly qualified executives and to provide them with incentives to advance the interests of our stakeholders, which include our customers, our shareholders, our employees, and the communities we serve. To accomplish these goals, we observe the following principles:

~~Performance-Based Pay~~

~~A significant portion of our executives’ pay should be based on company performance relative to key stakeholder interests.~~

~~Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance.~~

~~Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.~~

~~Reasonable, Competitive Pay~~

Executive pay should be competitive, but other considerations, such as individual qualifications, company performance, and internal equity should also play a role in determining executive compensation.

~~COMPENSATION PRACTICES~~Compensation Practices

The Compensation and Human Resources Committee of the Board of Directors (which we sometimes refer to as our “Compensation Committee”) regularly reviews the company’s compensation practices and policies to ensure that they promote the interests of the company’s stakeholders. ~~Listed~~Highlighted below are some ~~of the most important aspects~~key features of our program.

Significant pay at risk.In ~~2016,~~2018, incentive awards with no guaranteed payouts constituted ~~54.5%~~53.5% to ~~74.0%~~75.0% of our named executive officers' target total direct compensation (base salary plus variable incentive awards, assuming target performance).

At-will employment. We employ all of our executives at will.

Rigorous performance metrics. We base incentive award payouts on company performance relative to quantifiable goals whose achievement ~~represents~~requires a meaningful stretch.

Diversified incentive ~~awards.~~award program. Our incentive awards reflect a reasonable balance between short-term and long-term performance, and awards are based on both operational and financial results.

~~Modest~~Reasonable stock award program. Our three-year average burn rate (the total number of equity award shares granted over a three-year period divided by the weighted average of the shares outstanding) was ~~0.23%~~0.22% for ~~2014~~2016 through ~~2016,~~2018, which puts us ~~near~~below the median relative to our peers.

Meaningful stock ownership guidelines. Our stock ownership guidelines are three times base salary for our CEO and one times base salary for our other ~~executives,~~executive officers, targets that are significant but commensurate with the size of ~~the~~ our executives’ stock awards.

Clawback of incentive pay. We ~~have a clawback policy that authorizes our Compensation Committee~~are authorized to seek reimbursement of an executive officer’s incentive compensation ~~from executive officers~~ if the ~~board~~independent members of ~~directors determines~~the Board of Directors determine that the officer ~~has~~ engaged in ~~certain~~ misconduct that ~~caused or contributed~~contributes to the need for a material restatement of our financial ~~results.~~

~~No employment agreements.~~ ~~We believe that executive employment agreements that guarantee levels of compensation generally do not advance~~results or causes significant reputational or financial harm to the ~~interests of our stakeholders. None of our current executive officers has an employment contract.~~company.

Double-trigger stock vesting and enhanced cash severance. Following a change in control, our executives are entitled to accelerated vesting of long-term incentive awards and enhanced cash severance payments only if their employment is terminated.

No hedging or pledging. Our insider trading policy prohibits directors, officers, and employees from entering into hedging or pledging transactions or short sales of ~~our~~ company stock.

Reasonable use of compensation market data. We evaluate our executive pay by reference to the median of our compensation peer group, but we do not ~~set~~tie compensation ~~components~~ to ~~meet~~ specific benchmarks.

~~No significant perquisites.~~ ~~Our executives participate in health and welfare benefit programs on the same basis as other full-time employees and enjoy only modest perquisites.~~

No guaranteed tax gross-ups. We have no arrangements that entitle our executives to tax ~~gross-ups.~~gross-ups, although we may approve tax gross-ups on moving expenses on a case-by-case basis.

No current SERP program. None of the company’s current executives ~~participate~~participates in a supplemental executive retirement program.

No dividends or dividend equivalents on unvested shares. Recipients of awards under our long-term incentive program earn dividend equivalent rights only on shares that vest.

Reasonable severance arrangements. The maximum amount payable under our severance plan is one year’s base salary absent a change in control, and one year’s base salary plus the target value of anthe executive’s annual incentive award in the case of a termination following a change in control.

~~ROLES AND RESPONSIBILITIES~~Compensation Philosophy

The goals of our executive compensation program are to attract and retain highly qualified executives and provide them with incentives to advance the interests of our stakeholders, which include our customers, our shareholders, our employees, and the communities we serve. To accomplish these goals, we are guided by the following principles:

Performance-Based Pay


◦	A significant portion of our executives’ pay should be based on company performance relative to key stakeholder interests.


◦	Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance.


◦	Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.

Reasonable, Competitive Pay


◦	Executive pay should be competitive, but other considerations, such as individual qualifications, company performance, and internal equity should also play a role in determining executive compensation.

Roles and Responsibilities

Compensation Committee and Independent Directors

The Compensation Committee ~~which consists of five independent directors,~~ is responsible for developing and overseeing the company’s executive compensation program. The ~~Compensation Committee~~committee reviews the performance of all of the executive officers and establishes base salaries and grants incentive awards ~~for~~to the executive officers other than the CEO. The committee makes recommendations to the other independent directors regarding the CEO’s compensation, and the independent directors, acting together as a committee of the board, approve her compensation after considering these recommendations. The Compensation Committee also reviews the company’s executive compensation plans and makes or recommends plan ~~changes~~amendments to the Board of Directors.

Beginning in 2016, we modified the process for establishing our CEO’s annual compensation. In prior years, the committee approved the CEO’s annual compensation, including base salary, and annual cash incentive and long-term equity awards and incentive award payouts, after discussing its recommendations with the other independent directors. Under the process implemented in 2016, independent directors, acting as a committee of the board, approve the CEO’s annual compensation following a recommendation from the Compensation Committee.

In carrying out its responsibilities, the Compensation Committee is assisted by the company’s management, Human Resources staff, and an independent compensation consultant.

Management

~~The company’s officers do not determine executive pay. Management~~Our management provides information and recommendations on compensation matters to the Compensation Committee, particularly in areas requiring detailed knowledge of company operations and the utility industry. Our CEO evaluates the performance of the other officers and makes recommendations regarding their pay based on ~~his~~her assessment of a variety of factors, including their individual performance, experience, job scope, business unit or business function performance, competitive market conditions and retention risk. The CEO also has been authorized by the Compensation Committee to make awards with a value of no more than $1,000 annually to the other executives in recognition of their contributions to the Company’s performance. Our CEO does not make recommendations regarding ~~his~~her own compensation.

Compensation Consultant

The Compensation Committee retained ~~F.W.~~FW Cook to serve as its executive compensation consultant in ~~2016. F.W.~~2018. FW Cook’s assignments for ~~2016~~2018 included the following:

Recommendation of a group of peer companies used for purposes of market comparisons;

Review of the company’s executive compensation program, including compensation philosophy, compensation levels in relation to company performance, pay opportunities relative to those at comparable companies, short- and long-term mix and metric selection, executive benefits and perquisites, stock ownership levels and wealth potential, and stock ownership guidelines;

Review of the company’s director compensation program, including design considerations such as ownership guidelines and vesting terms;

Reporting on emerging trends, legislative developments and best practices in the area of executive and director compensation;

Review of the company’s annual proxy disclosure;

Preparation of a compensation risk assessment study to evaluate whether the company’s compensation programs are likely to create material risk for the company; and

Attendance at Compensation Committee meetings.

Before engaging ~~F.W.~~FW Cook, the Compensation Committee reviewed the firm’s qualifications, as well as its independence and the potential for conflicts of interest. The committee determined that ~~F.W.~~FW Cook is independent and its services to the committee do not create any conflicts of interest. The committee has the sole authority to approve ~~F.W.~~FW Cook’s compensation, determine the nature and scope of its services, and terminate the engagement. ~~F.W.~~FW Cook does not perform other services for or receive other fees from the company.

~~USE OF COMPENSATION MARKET DATA~~Use of Compensation Market Data

We consider compensation market comparisons to ensure the competitiveness of our executives’ pay. We evaluate ~~pay~~compensation by reference to the median of the market, but we do not automatically adjust ~~pay elements~~compensation to meet specific benchmarks.

For its ~~2016~~2018 compensation decisions, the Compensation Committee relied on information provided by ~~F.W.~~FW Cook regarding the compensation practices of a peer group of companies ~~as well as~~together with broader utility industry survey data. The compensation peer group data were compiled from proxy statements and other public filings, as well as data derived from the Willis Towers Watson Comp Online database. Utility industry survey data were collected from the Willis Towers Watson Energy Services Executive Database. Historical cash compensation data were updated at a 3%3.0% annual growth rate.

To select our peer group, ~~each year~~ we ~~begin with the group of~~look for companies that ~~we use to evaluate our performance relative to financial metrics. Our financial peer group includes companies that we believe~~ represent the best match with PGE based on the following criteria:

Vertically Integrated Utility. Our peer companies should be vertically integrated utilities, with a business mix either focused on regulated electric operations or a balance of regulated electric and regulated gas operations.

Minimal Non-Regulated Business Activities. Non-regulated businesses should not be key drivers of the financial performance and strategy of our peer companies.

~~Market Capitalization~~Comparable Size. Our peer companies should be ~~in the small~~within a reasonable range relative to ~~mid-cap range ($1 to $10 billion in~~key financial measures, including revenues, market ~~capitalization), with adequate liquidity~~capitalization, and ~~size to attract key utility-focused institutional investors while also maintaining a retail investor base.~~enterprise value.

Investment-Grade Credit Ratings. Our peer companies should have credit ratings that allow for financing at a reasonable cost in most market environments.

Balanced Customer Mix. Our peer companies should have a balanced retail, commercial and industrial mix and service territories not overly reliant on one key customer or industry sector.

Regulatory Environment. Our peer companies should have a comparable cost of service ratemaking process and allowed return on equity, as well as a history of allowed recovery on regulatory assets, fuel and power costs and legitimate deferred costs.

Capital Structure. Our peer companies should demonstrate moderate leverage (generally less than 60% debt to total capitalization ratio) and no significant liquidity concerns.

Growth Opportunities.~~Our~~ The growth opportunities of our peer companies should ~~have growth opportunities centered~~be based primarily on ~~adding to rate base and a majority of rate base investments recovered through a state-level regulatory process.~~regulated activities.

We ~~then review this group for suitability~~also consider geographic proximity, to the extent it could result in a company’s serving as a ~~peer group~~potential competitor for compensation matters. We seek to maintain a peer group in which we are positioned near the median relative to certain key financial measures, including company revenues, market capitalization and enterprise value.

executive talent.

After considering information regarding candidate peer companies provided by ~~F.W.~~FW Cook, the Compensation Committee selected the following companies to serve as our compensation peer group for ~~2016:~~

~~2016 PEER GROUP~~2018:



~~Allete,~~2018 PEER GROUP
ALLETE, Inc.	Great Plains Energy ~~Incorporated~~Incorporated*	~~PNM Resources, Inc.~~Pinnacle West Capital Corporation
Alliant Energy Corporation	IDACORP, Inc.	~~SCANA Corporation~~PNM Resources, Inc.
Avista Corporation	Northwest Natural Gas Company	~~TECO Energy, Inc.~~SCANA Corporation
Black Hills Corporation	NorthWestern Corporation	~~UIL Holdings~~Vectren Corporation
~~Cleco Corporation~~El Paso Electric Company	OGE Energy Corp.	Westar Energy, Inc.
~~El Paso Electric Company~~	~~Pinnacle West Capital Corporation~~	*

* Great Plains Energy Incorporated and Westar Energy, Inc. were removed from the peer group following their merger in June 2018 and were replaced with NiSource Inc.

As shown below, PGE is positioned near the median of its ~~current~~2018 compensation peer group in terms of revenue, ~~net income,~~ market capitalization, and enterprise value.

~~PGE vs. PEER GROUP~~


PGE vs. PEER GROUP
	Revenues (1)		Net Income (2)		Market Capitalization (as of 12/31/16)		Enterprise Value (as of 12/31/16)		Revenues*		Market Capitalization* (as of 12/31/18)		Enterprise Value* (as of 12/31/18)
75th Percentile	$	2,582	$	321	$	7,335	$	10,995		$2,797		$6,832		$11,305
Median	1,428		197		4,060		6,132		1,708		4,297		6,529
25th Percentile	1,308		111		2,740		4,700		1,367		3,421		5,414
PGE	1,898		183		3,853		6,142		1,982		4,951		6,524
PGE Percentile Rank	53		47		47		53		57		50		43

* All amounts in millions. Revenues as reported for the 12 months ending September 30, 2018.


~~(1)~~	~~These amounts are based on revenues for PGE and the peer group companies as reported for the 12 months ending September 30, 2016.~~


~~(2)~~	~~These amounts are based on net income for PGE and the peer group companies as reported for the 12 months ending September 30, 2016.~~

~~CONSIDERATION OF “SAY-ON-PAY” VOTE~~Tax Considerations

Section 162(m) of the Code generally limits to $1 million annually the federal income tax deduction that a publicly held corporation may claim for compensation payable to certain of its respective current and former executive officers. As a part of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) Section 162(m) was amended to eliminate an exemption to this deduction limitation for certain performance-based compensation. Although the exemption remained available on a “grandfathered” basis to performance-based compensation payable under a written binding contract in effect on November 2, 2017, the company has determined that awards made under our incentive award plans may not be eligible for grandfathered treatment based on current IRS guidance.

In structuring the company’s executive compensation program, the Compensation Committee remains focused on furthering the company’s business objectives, and the committee did not make significant changes to the program in response to the 2017 Tax Act.

Consideration of “Say on Pay” Vote

The Compensation Committee considers the results of the annual shareholder “Say-on-Pay” advisory vote on the compensation of the company’s named executive officers in developing the company’s executive compensation program. At our ~~2016~~2018 annual meeting of shareholders, ~~over 99.2%~~approximately 97.0% of the votes cast approved our compensation program as described in our ~~2016~~2018 proxy statement. We believe these results reflect broad shareholder support for our executive compensation ~~programs and decisions. Accordingly, while~~program. While we made some ~~changes~~modifications to our incentive ~~pay programs~~award program to ~~improve~~ensure alignment with ~~stakeholder interests,~~our strategic focus, we retained the core design of our compensation program for ~~2016.~~2018. We will continue to consider the results of annual shareholder advisory votes on executive compensation, as well as any feedback we may receive from shareholders and other stakeholders during the course of the year.

~~Elements~~ELEMENTS OF EXECUTIVE COMPENSATION

The primary elements of ~~Compensation~~

~~Our~~our executive ~~pay includes the following elements:~~compensation program consist of:

Base salaries;

Annual cash incentive awards;

Long-term equity incentive awards; and

Other standard benefits, including retirement benefits, health and welfare benefits and modest perquisites.

From time to time, particularly in the case of new hires and promotions, we also make one-time awards of additional cash or equity compensation, typically as a recruitment tool or to ensure market alignment.

We discuss each of these elements in the following sections.

~~BASE SALARIES~~

~~Overview~~Base Salaries

We pay base salaries to provide a fixed amount of compensation at levels needed to attract and retain qualified executives. The Compensation Committee considers the recommendations of our CEO before setting the base salaries of ~~the~~our executive officers other than the CEO. ~~For 2016, the committee made a recommendation to the other~~The independent directors ~~and all independent directors as a group set~~approved the CEO’s base ~~salary.~~salary after receiving a recommendation from the Compensation Committee.

~~2016 Base Salaries~~

~~For 2016,~~The table below shows the base ~~salary increases~~salaries we established for our named executive officers ~~averaged 3%.~~in 2017 and 2018.

~~2015 and 2016 BASE SALARIES~~


2017 and 2018 BASE SALARIES
	2015 Salary*		2016 Salary**		Annual Increase		2017 Salary (1)		2018 Salary (2)		Annual Increase
James J. Piro	$	775,400	$	798,662	3.0	%
Maria M. Pope								$650,000		$750,000	15.40%
James F. Lobdell	402,500		420,000		4.3	%	432,604		445,582		3.00%
Maria M. Pope	438,600		450,000		2.6	%
J. Jeffrey Dudley	362,250		370,000		2.1	%
Lisa A. Kaner							350,000		367,500		5.00%
John T. Kochavatr							n/a		330,000		n/a
William O. Nicholson	309,750		320,000		3.3	%	329,608		329,608		0.00%



	(1)		Title of each class of securities to which the transaction applies:
	(2)		Aggregate number of securities to which the transaction applies:
	(3)		Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of the transaction:
	(5)		Total fee paid:



1.Date	April 24, 2019

Time	10:00 am Pacific Time

Place	Conference Center Auditorium Two World Trade Center 25 SW Salmon Street Portland, Oregon 97204

Items of Business	1. To elect ~~directors~~the 11 director nominees named in ~~the~~this proxy statement ~~for the coming year;~~


5.	To transact any other business that may properly come before the meeting

Record Date	February 28, 2019 Only shareholders of record at the close of business on the record date are entitled to receive notice of, and ~~any adjournment~~to vote at, the annual meeting.

Attendance at the Meeting	Photo ID required. If you own shares in the name of a broker, bank or ~~postponement~~other nominee, you will need an account statement or letter from your broker, bank or nominee indicating that you owned shares of company stock on the ~~meeting.~~record date.



Name and Principal Position	Year	Salary	Stock Award	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings		All Other Compensation	Totals
James J. Piro President and Chief Executive Officer	2016	836,431	1,517,452	680,574	135,052		148,124	3,317,633
	2015	805,549	1,395,704	688,826	41,221		138,451	3,069,751
	2014	789,028	1,255,429	730,622	214,340		108,421	3,097,840
James F. Lobdell Senior Vice President, Finance, Chief Financial Officer and Treasurer	2016	449,074	461,998	206,396	114,897		45,824	1,278,189
	2015	413,356	402,470	201,648	14,470		44,943	1,076,887
	2014	357,540	349,986	193,503	247,236		37,560	1,185,825
Maria M. Pope Senior Vice President, Power Supply, Operations and Resource Strategy	2016	477,576	494,985	245,180	55,384		60,683	1,333,808
	2015	464,728	438,582	234,258	25,302		64,135	1,227,005
	2014	451,076	429,997	269,552	67,259		57,839	1,275,723
J. Jeffrey Dudley Vice President, General Counsel and Corporate Compliance Officer	2016	398,086	332,983	166,364	54,397		48,352	1,000,182
	2015	385,729	289,784	169,364	(1,375	)	48,796	892,298
	2014	367,145	275,988	178,742	110,026		142,607	1,074,508
William O. Nicholson Senior Vice President, Customer Service, Transmission & Distribution	2016	322,903	223,992	135,991	120,053		39,627	842,566
	2015	317,720	216,781	142,684	46,614		43,586	767,385
	2014	303,579	206,485	146,212	252,063		29,549	937,888



Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percent of Class
5% or Greater Holders
The Vanguard Group, Inc.(1)	7,507,131	8.44	%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(2)	5,844,601	6.60	%
40 East 52nd Street
New York, NY 10022
Non-Employee Directors
John W. Ballantine	18,690 (3)	*
Rodney L. Brown, Jr.	18,014 (3)	*
Jack E. Davis	10,179 (3)	*
David A. Dietzler	18,690 (3)	*
Kirby A. Dyess	15,056 (3)	*
Mark B. Ganz	18,690 (3)(4)	*
Kathryn J. Jackson	6,867 (3)	*
Neil J. Nelson	18,290 (3)(4)	*
M. Lee Pelton	18,690 (3)	*
Charles W. Shivery	7,285 (3)	*
Named Executive Officers
James J. Piro	157,242	*
James F. Lobdell	31,530	*
Maria M. Pope	22,263 (4)	*
J. Jeffrey Dudley	44,472	*
William O. Nicholson	22,313	*
All of the above officers and directors and other executive officers as a group (22 persons)	486,397	*



o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:


2.	To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year ~~2017~~;2019


3.	To approve, in a non-binding vote, the compensation of the company's named executive ~~officers;~~


officers 4.	~~To recommend, in a non-binding vote, the frequency of future non-binding shareholder votes to approve the compensation of the company’s named executive officers; and~~



		Page
Proxy Statement Summary		2
Meeting Information		2
Voting Matters and Board Recommendations		2
Proposal 1: Election of Directors		4
Annual Election of Directors		4
Director Nominees		4
Proposal 2: Ratification of the Appointment of Independent Registered Auditor		9
Proposal 3: Advisory Vote on the Compensation of the Named Executive Officers		10
Corporate Governance		11
Board of Directors		11
Board Committees		14
Director Compensation		17
Other Governance Policies and Practices		18
Audit Committee Matters		20
Audit Committee Report		20
Principal Accountant Fees and Services		20
Pre-Approval Policy for Independent Auditor Services		21
Executive Compensation		22
Compensation and Human Resources Committee Report		22
Compensation Discussion and Analysis		22
Executive Compensation Tables		37
Summary Compensation Table		37
Grants of Plan Based Awards		39
Outstanding Equity Awards at Fiscal Year End		40
Stock Units Vested		40
Pension Benefits		41
Non-qualified Deferred Compensation		42
Termination and Change in Control Benefits		43
Stock Information		47
Security Ownership of Certain Beneficial Owners and Management		47
Section 16(a) Beneficial Reporting Compliance		48
Equity Compensation Plans		48
Annual Meeting Information		49
Questions and Answers About the Annual Meeting		49
Shareholder Proposals for the 2020 Annual Meeting		52




Proxy Statement Summary	1	Proposal 3: Non-Binding Advisory Vote on Approval of Compensation of Named Executive Officers	21
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers	4	Proposal 4: Non-Binding Advisory Vote on the Frequency of Future Shareholder Votes on Compensation of Named Executive Officers	22
Section 16(a) Beneficial Reporting Compliance	4	Compensation and Human Resources Committee Report	23
Executive Officers	5	Compensation Discussion and Analysis	23
Corporate Governance	7	Executive Summary	23
Board of Directors	7	How We Make Compensation Decisions	24
Non-Employee Director Compensation	9	Elements of Compensation	27
Director Independence	10	Other Compensation Practices	35
Board Committees	11	Executive Compensation Tables	37
Policies on Business Ethics and Conduct	13	Summary Compensation	37
Certain Relationships and Related Persons Transactions	13	Grants of Plan-Based Awards	39
Compensation Committee Interlocks and Insider Participation	13	Outstanding Equity Awards at Fiscal Year-End	40
Equity Compensation Plans	14	Stock Units Vested	41
Audit Committee Report	14	Pension Benefits	41
Principal Accountant Fees and Services	15	Non-Qualified Deferred Compensation	42
Pre-Approval Policy for Independent Auditor Services	15	Termination and Change in Control Benefits	43
Proposal 1: Election of Directors	16	Additional Information	47
Board of Directors	16	Questions and Answers about the Annual Meeting	47
Director Nominees	16	Shareholder Proposals for the 2018 Annual Meeting	50
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm	20	Communications with the Board of Directors	51



Name	Age	Director Since
John W. Ballantine	71	2004
Rodney L. Brown, Jr.	61	2007
Jack E. Davis, Chairman	70	2012
David A. Dietzler	73	2006
Kirby A. Dyess	70	2009
Mark B. Ganz	56	2006
Kathryn J. Jackson	59	2014
Neil J. Nelson	58	2006
M. Lee Pelton	66	2006
James J. Piro	64	2009
Charles W. Shivery	71	2014



o	Definitive Additional Materials



o	Soliciting Material under §240.14a-12



Name	Fees Earned or Paid in Cash(1)		Stock Awards (2)		All Other Compensation(3)		Total
John W. Ballantine	$	88,500	$	84,994	$	1,637	$	175,131
Rodney L. Brown, Jr.	81,000		84,994		1,637		167,631
Jack E. Davis	138,000		84,994		1,637		224,631
David A. Dietzler	81,000		84,994		1,637		167,631
Kirby A. Dyess	92,250		84,994		1,637		178,881
Mark B. Ganz	81,000		84,994		1,637		167,631
Kathryn J. Jackson	81,000		84,994		1,637		167,631
Neil J. Nelson	96,000		84,994		1,637		182,631
M. Lee Pelton	88,500		84,994		1,637		175,131
Charles W. Shivery	81,000		84,994		1,637		167,631



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans approved by security holders	712,996(1)	N/A	3,421,136(2)(3)
Equity Compensation Plans not approved by security holders	N/A	N/A	N/A
Total	712,996(1)	N/A	3,421,136(2)(3)



	2016		2015
Audit Fees	$	1,625,000	$	1,555,000
Audit-Related Fees	79,564		57,000
Tax Fees	—		—
All Other Fees	5,700		5,300
Total	$	1,710,264	$	1,617,300


*	~~Percentage is less than 1% of PGE common stock outstanding.~~


~~(1)~~	~~As reported on Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2017, reporting information as of December 31, 2016.~~


~~(2)~~	As reported on Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2017, reporting information as of December 31, 2016. The Schedule 13G/A indicates that the shares are held by 11 separate entities and that none of these entities beneficially own 5% or more of the outstanding PGE common stock.


~~(3)~~	Includes 513 shares of common stock that will be issued on March 31, 2017 upon the vesting of restricted stock units granted under the Portland General Electric Company 2006 Stock Incentive Plan. Restricted stock units do not have voting or investment power until the units vest and the underlying common stock is issued.


~~(4)~~	~~Shares are held jointly with the individual's spouse, who shares voting and investment power.~~



Annual Cash Retainer Fees
Annual Cash Retainer Fee for Directors	$	45,000
Additional Annual Cash Retainer Fee for Chairman of the Board	75,000
Additional Annual Cash Retainer Fee for Audit Committee Chair	15,000
Additional Annual Cash Retainer Fee for Compensation and Human Resources Committee Chair	11,250
Additional Annual Cash Retainer Fee for Other Committee Chairs	7,500
Annual Committee Service Fee (per committee)	18,000
Value of Annual Grant of Restricted Stock Units	85,000



~~Name~~Proposal	~~Audit~~ ~~Committee~~ Vote the Board Recommends	~~Nominating and~~ ~~Corporate~~ ~~Governance~~ ~~Committee~~ Reasons for Recommendation	~~Compensation and~~ ~~Human Resources~~ ~~Committee~~	~~Finance~~ ~~Committee~~ See Page
~~John W. Ballantine~~			ü
1. Election of 11 director nominees	~~Chair~~
~~Rodney L. Brown, Jr.~~FOR	The Board of Directors believes that the board’s 11 nominees possess the expertise, experience and ability to effectively monitor company performance and ensure that the long-term interests of our stakeholders are being served.	ü		ü4
~~Jack E. Davis~~		ü
~~David A. Dietzler~~	ü	ü
~~Kirby A. Dyess~~	ü		~~Chair~~
~~Mark B. Ganz~~	ü		ü
~~Kathryn J. Jackson~~			ü
2. Ratification of appointment of Deloitte & Touche as our independent registered public accounting firm	ü
~~Neil J. Nelson~~FOR	~~Chair~~ Based on our assessment of the qualifications and performance of Deloitte & Touche, the Board of Directors believes that retention of the firm as the company’s independent registered public accounting firm for 2019 is in the best interest of the company.		ü	9
~~M. Lee Pelton~~		~~Chair~~		ü
~~Charles W. Shivery~~	ü			ü
3. Advisory vote on executive compensation	FOR	The Board of Directors believes that our compensation policies and practices help us achieve our goals of rewarding strong and sustained financial and operating performance and leadership excellence, and aligning our executives' long-term interests with those of our stakeholders.	10



Name	Age	Director Since	Independent	Committee Memberships
Name	Age	Director Since	Independent	AC	FC	NC	CC
John W. Ballantine	73	2004	yes		ü		ü
Rodney L. Brown, Jr.	63	2007	yes		ü	ü
Jack E. Davis, Chair	72	2012	yes			ü
Kirby A. Dyess	72	2009	yes	ü			Chair
Mark B. Ganz	58	2006	yes	ü			ü
Kathryn J. Jackson	61	2014	yes		ü		ü
Michael H. Millegan	60	2019	yes	ü	ü
Neil J. Nelson	60	2006	yes	Chair			ü
M. Lee Pelton	68	2006	yes		ü	Chair
Maria M. Pope	54	2018	no
Charles W. Shivery	73	2014	yes	ü	Chair


~~(2)~~	~~Represents shares remaining available for issuance under the 2006 Stock Incentive Plan and the 2007 Employee Stock Purchase Plan.~~


~~(3)~~	Includes approximately 15,000 shares available for future issuance under the 2007 Employee Stock Purchase Plan that are subject to purchase in the purchase period from January 1, 2017 to June 30, 2017. The number of shares subject to purchase during any purchase period depends on the number of current participants and the price of the common stock on the date of purchase.


~~(3)~~	~~For professional tax services, including consulting and review of tax returns.~~


~~(4)~~	~~For all other products and services not included in the above three categories, including reference products related to income taxes and financial accounting matters.~~



	John W. Ballantine, age ~~71,~~73, director since February 2004; ~~Chairman~~member of the Finance Committee and ~~member~~ of the Compensation and Human Resources ~~Committee.~~Committee
	Background.Mr. Ballantine has been an active, self-employed private investor since 1998, when he retired from First Chicago NBD Corporation, where he had most recently served as Executive Vice President and Chief Risk Management Officer. During his 28-year career with First Chicago, Mr. Ballantine was responsible for international banking operations, New York operations, Latin American banking, corporate planning, U.S. financial institutions business, and a variety of trust operations. Mr. Ballantine ~~also serves as a director of Deutsche Funds, as~~is a member of the ~~audit committee and the investment oversight committee~~board of ~~Deutsche~~directors of DWS Funds, ~~and~~where he serves as chair of the ~~contract committee~~Contract Committee. He is a past director of ~~Deutsche Funds. We believe that~~ other public companies, including Healthways Inc., where he served as Chairman of the Board from May 2011 to June 2014. Qualifications. Mr. Ballantine’s qualifications to serve on our board include his extensive experience in finance and risk management, his experience in various executive and leadership roles for First Chicago NBD Corporation, as well as his experience on the boards of other companies. Mr. Ballantine’s expertise in finance and risk management is of great value to the board, given the company’s significant ~~ongoing and anticipated~~ capital programs and ~~the company’s~~ focus on enterprise risk management.



	Rodney L. Brown, Jr., age ~~61,~~63, director since February 2007; member of the Nominating and Corporate Governance Committee and the Finance ~~Committee.~~Committee
	Background. Mr. Brown is a founding partner of Cascadia Law Group PLLC, a Seattle, Washington law firm that specializes in environmental law in the Pacific Northwest. He is the principal author of Washington’s Superfund law, the Model Toxics Control Act, and has worked for years to reform and improve the environmental regulatory system. From 1992 to 1996, Mr. Brown was a Managing Partner at the Seattle office of Morrison & Foerster, LLP, a large international law firm. ~~We believe that~~ Qualifications. Mr. Brown’s qualifications to serve on our board include his experience as an environmental lawyer, his extensive knowledge of environmental laws and regulations, ~~to which the company is subject,~~ his ~~general~~ knowledge of government and public affairs, and his experience as a management consultant for organizations handling large infrastructure projects and projects with challenging environmental issues.



	Jack E. Davis, age ~~70,~~72, director since June 2012; ~~Chairman of the Board of Directors~~Chair and member of the Nominating and Corporate Governance ~~Committee.~~Committee
	Background. Mr. Davis served as Chief Executive Officer of Arizona Public Service Company (“APS”), Arizona’s largest electricity provider, from September 2002 until his retirement in March 2008, and as President of APS from October 1998 to October 2007. Mr. Davis also served as President and Chief Operating Officer of Pinnacle West Capital Corporation (”Pinnacle West”) from September 2003 to March 2008 and as a director of Pinnacle West from January 2001 to March 2008 and a director of APS from October 1998 to May 2008. Pinnacle West is the parent company of APS. During his 35 years at APS, Mr. Davis held executive and management positions in various areas of the company, including commercial operations, generation and transmission, customer service, and power operations. Mr. Davis also served as President and Chief Operating Officer of Pinnacle West Capital Corporation (”Pinnacle West”), the parent company of APS, from September 2003 to March 2008. He served as a director of APS from October 1998 to May 2008, and a director of Pinnacle West from January 2001 to March 2008. Mr. Davis has also served on the boards of the Edison Electric Institute and the National Electric Reliability ~~Council. He also served~~Council, and as ~~Chairman~~Chair of the Western Systems Coordinating ~~Council in 2000. We believe that~~Council. Qualifications. Mr. Davis’ qualifications to serve on our board include his ~~extensive~~in-depth knowledge of the utility industry, including utility regulation, line and generation operations, and safety and environmental matters, his extensive leadership experience ~~as Chief Executive Officer,~~gained in senior executive ~~and director of~~positions at APS and Pinnacle West, and his knowledge and experience ~~as President, Chief Operating Officer, senior executive and director of Pinnacle West.~~from serving on other public company boards.



	~~David A. Dietzler, age 73, director since January 2006; member of the Audit Committee and the Nominating and Corporate Governance Committee.~~
	~~Mr. Dietzler~~ was a certified public accountant for over 40 years and retired as a partner of KPMG LLP, a public accounting firm, in 2005. During his last 10 years with KPMG LLP he served in both administrative and client service roles, which included serving on the firm’s board of directors, including the governance, nominating, and board process and evaluation committee, and was the Pacific Northwest partner in charge of the Audit Practice for KPMG’s offices in Anchorage, Boise, Billings, Portland, Salt Lake City, and Seattle, as well as the Managing Partner of the Portland office. Mr. Dietzler has served on the boards of Columbia Banking System, Inc. and Columbia State Bank since April 2013 and also serves as chair on the audit committee of each of those boards. Mr. Dietzler served on the board of directors of West Coast Bancorp and as chair of the audit committee from January 2012 to April 2013 when West Coast Bancorp was acquired by Columbia Banking System, Inc. We believe that Mr. Dietzler’s qualifications to serve on our board include his 37 years of experience auditing public companies and working with audit committees of public companies, his experience as a director of KPMG LLP, his knowledge of Securities and Exchange Commission filing requirements, financial reporting, internal control and compliance requirements, and the experience he acquired through his leadership roles for the Pacific Northwest offices of KPMG.



	Kirby A. Dyess, age ~~70,~~72, director since June 2009; Chair of the Compensation and Human Resources Committee and member of the Audit ~~Committee.~~Committee
	Background. Ms. Dyessis a principal in Austin Capital Management LLC, where she evaluates, invests in, and assists early stage companies in the Pacific Northwest. In addition, she serves on the board of Itron, Inc. She has served on the audit committees of Itron, Inc. and Menasha Corporation, the governance committees of Merix Corporation, Itron, Inc., Viasystems Group, Inc. and Menasha Corporation, and as chair of the compensation committees of Viasystems Group, Inc. and Itron, Inc. She also serves as chair of the board of directors of Prolifiq Software, a provider of sales content management and compliance software, as a member of the board of Compli, a provider of workforce compliance management software, and as a member of the board of the Oregon Community Foundation. Prior to forming Austin Capital Management LLC in 2003, Ms. Dyess spent 23 years in various executive and management positions at Intel Corporation, most recently serving as Corporate Vice President of Intel Corporation from 1994 to 2002. Her previous assignments included Director of Intel Capital Operations from June 2001 to December 2002, Director of Strategic Acquisitions/New Business Development from November 1996 to June 2001, and Director of Worldwide Human Resources from January 1993 to November 1996. ~~We believe that~~ She is also currently a member of the boards of Prolifiq Software and the Oregon Community Foundation. She has previously served on the boards of directors of Itron, Inc., Compli, Menasha Corporation, Merix Corporation, and Viasystems Group, Inc. Qualifications. Ms. Dyess’ qualifications to serve on our board include the experience she acquired during her career at Intel Corporation in the areas of risk management, human resources, operations, government relations, mergers and acquisitions, sales and marketing, information technology, and the initiation of start-up businesses, and her extensive experience serving on boards of other companies.



	Mark B. Ganz, age ~~56,~~58, director since January 2006; member of the Audit Committee and the Compensation and Human Resources ~~Committee.~~Committee
	Background. Mr. Ganzhas served since 2003 as President and since 2004 as ~~president~~President and ~~chief executive officer~~Chief Executive Officer of Cambia Health Solutions, Inc. (“Cambia”), a parent corporation of 22 companies offering products and services across the U.S. in the health care sector, including BlueCross and BlueShield health plans, to providers of care, consumers and employers. Cambia Health Solutions, Inc.’s family of companies range from software and mobile applications, health care marketplaces, non-traditional health care delivery models, health insurance, life insurance, pharmacy benefit management, and wellness.sector. Mr. Ganz has ~~been~~held various positions with Cambia, ~~Health Solutions, Inc. since 1992, holding various positions,~~ including ~~president, chief operating officer,~~ chief legal officer, ~~and~~ corporate secretary, and chief compliance officer. Mr. Ganz ~~also serves on~~is a member of the ~~board~~boards of directors of Cambia; Echo Health Ventures, a joint venture between Cambia ~~Health Solutions, Inc. In addition, Mr. Ganz serves as vice chair~~and BlueCross BlueShield of North Carolina; the ~~Board of Regents of the University of~~Oregon Business Council; Greater Portland ~~and as president of the Boy Scouts of America Cascade-Pacific Council, serves on the boards of~~Inc, a regional economic development corporation; Blue Cross and Blue Shield ~~Association, Oregon Business Council, Greater Portland Inc.,~~Association; America’s Health Insurance Plans (where he previously served as board chair); the Western Conference of Prepaid Health ~~Plans,~~Plans; and ~~The Conservation Project, and has served as chairman~~the University of ~~the board~~Portland Board of ~~America’s Health Insurance Plans~~Regents. Qualifications. ~~We believe that~~ Mr. ~~Ganz’~~Ganz’s qualifications to serve on our board include his experience overseeing multiple companies within a large diversified corporate group, his knowledge of health care as a regulated industry, his experience in various executive roles, his 29 years of experience in the practice of corporate and regulatory law, and his expertise in executive compensation and compensation structures, corporate governance, and ethics and compliance programs.



	Kathryn J. Jackson, Ph.D.~~, Ph.D.~~, age ~~59,~~61, director since April 2014; member of the Finance Committee and Compensation and Human Resources ~~Committee.~~Committee
	Background.Dr. Jackson has served since January 2016 as the Director of Energy and Technology Consulting at KeySource, Inc., where she provides consulting services to clients in business growth, technology development and energy services. In addition, she has served since July 2015 as a director of Hydro One Inc., an electricity transmission and distribution company serving the Province of Ontario, Canada, and since January 1, 2017 as a director of Cameco Corporation - one of the world’s largest uranium producers, headquartered in Saskatchewan, Canada. Dr. Jackson previously served as Chief Technology Officer and Senior Vice President at RTI International Metals, Inc. from June 2014 to July 2015, where she was responsible for global research and technology development, technology strategy, and development of alloys and manufacturing processes, including 3D printing and powder metallurgy. Prior to joining RTI International Metals, Inc., Dr. Jackson served2015; as the Chief Technology Officer and Senior Vice President of Research & Technology at Westinghouse Electric Company, LLC ~~a nuclear energy company,~~ from 2009 to ~~June 2014~~2014; and as the Vice President of Strategy, Research & Technology from 2008 to 2009. Prior to joining Westinghouse Electric Company, LLC, Dr. Jackson worked for 17 years at the Tennessee Valley Authority, where she held various executive positions. ~~From 2008 to April~~She is a current director of ~~2014, Dr. Jackson~~Cameco Corporation and has previously served ~~on the board~~as a director of ~~directors of~~Hydro One Inc., Rice Energy, Inc., and the Independent System Operator of New England, the grid system operator for the six New England states, where she served as Chair of the board of directors, Chair of the compensation and human resources committee and a member of the system planning and reliability committee. Dr. Jackson serves on the Electricity Industry Center Advisory Board at Carnegie Mellon University, the Carnegie Mellon University Engineering School Dean’s Advisory Board, the Electricity Institute Advisory Board at the University of Pittsburgh, and the Industry Advisory Board at Oregon State University School of Mechanical, Industrial, and Manufacturing Engineering. Dr. Jackson holds a Ph.D. in Engineering and Public Policy from Carnegie Mellon University. We believe thatEngland. Qualifications. Dr. Jackson’s qualifications to serve on our board include her ~~extensive~~ background in engineering, her experience in senior executive roles ~~at Westinghouse Electric Company, LLC~~ and ~~the Tennessee Valley Authority, her experience serving on~~as a member of the board of the Independent System Operator of New England, and her knowledge and experience ~~with~~in the areas of technology, large capital projects, contracts and vendor negotiations, ~~her experience with~~ generation facilities and energy trading operations, ~~her experience in~~ research and development ~~across a broad range of~~on utility assets and systems, and ~~her experience in the areas of~~ environmental health and safety.