Portland General Electric
Notice of 2021 Annual
Meeting of Shareholders
and Proxy Statement

Message from our Board Chair

Dear Portland General Electric shareholders,

Public companies’ proxy statements tell you, among other things, who serves on the company’s board of directors and how that board is selected, elected, organized, governed, and paid, as well as how you can communicate with directors.

However, it is much less common for proxy statements to tell you about what the board of directors worked on and accomplished during the year. As the independent chair of a very talented and engaged board, I want to fill that gap here by summarizing a few highlights of our work from 2020.

The year 2020 was challenging for most of us. Our employees, customers, and communities had to confront a pandemic, wildfires, the need to show leadership as the social justice movement brought important issues into acute focus, and, in our case, large energy trading losses.

We, as a board, along with our management team, stepped up to manage—and to learn from—each of these. To assess, manage and learn from the energy trading losses, we, the board, formed a special committee of independent directors assisted by independent counsel to conduct a thorough review. As a result of this effort, we, among other things:

We continued to set the governance tone at the top by continuing our steady board refreshment—with four new independent board members added over the past three years. We also made clear, via our own composition, the importance of diversity, equity and inclusion at PGE: a majority of our board nominees are diverse by gender or by race.

We also have responsibly designed and administered PGE’s compensation plans to align our incentives directly and explicitly with the core elements of our strategy, including:

We hope this summary helps give you context as you read the pages that follow. We ask for your voting support on the items described in the accompanying proxy statement and invite your additional input via any of the means described in the proxy statement.

Sincerely,

		Jack Davis Board Chair

Letter from our

Chief Executive Officer

Dear employees, customers, investors and PGE stakeholders,

The Indian activist and statesperson Jawaharlal Nehru observed that crises force us to think. We all had a lot to think about in 2020. But what strikes me most about the year is that, through it all, the PGE community pulled together and faced the challenges of 2020 head-on.

When faced with large trading losses in August, our board and leadership team acted with purpose to assess, manage, disclose and learn. We committed not to seek regulatory recovery to ensure that customer prices would not be impacted; strengthened energy trading policies, risk management, operational structures and reporting practices; and held individuals accountable.

When wildfires spread throughout parts of our service area, we proactively shut off power in our highest risk area and, in partnership with first responders and state agencies, shut power off in eight additional at-risk areas to ensure the safety of our customers and the people of Oregon. As the wildfires were contained, we restored power to a record number of our customers.

We also know that, more generally, the growing population’s increasing stress on our planet’s climate and resources requires urgent attention. In late 2020, we recommitted to our focus on clean, green energy and announced our aim to achieve companywide net zero greenhouse gas emissions by 2040. To meet this goal, we’ll transform every part of our business. Actions we took in 2020 demonstrated our focus on our strategy to decarbonize and electrify to deliver clean energy safely and affordably to our customers:

These efforts build on our eleven-year track record of having the largest renewable energy program in the US. You can read more in our SASB- and EEI-aligned environmental, social and governance reporting on our website.

We are also proud of our work, as one of the Pacific Northwest’s leading employers, to set an example for how a public company can address inequities in our system and communities. We consistently apply an equity lens to address disparities that can affect under-served households, communities of color and people with disabilities. We set the equity tone at the top as we do for customer service and business ethics: in addition to our diverse board, four of our ten executive officers are diverse by race or gender. While there is more work to be done, we are committed to ensuring that anyone who performs their best has a leadership path at Portland General.

Thank you for your support through a difficult year. We work every day to earn your trust. We ask for your voting support on the items described in the accompanying proxy statement.

Sincerely,

Notice of Virtual Annual Meeting of

Shareholders

Annual Meeting Information

Ways to Vote

Important notice regarding the availability of proxy materials for the2021 Annual Meeting of Shareholders

We are mailing our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and submit proxy votes online. Our proxy statement and 2020 Annual Report are available at investors.portlandgeneral.com/financial-information/annual-reports. You may also access our proxy materials at proxyvote.com.

We are making the proxy statement and the form of proxy first available on or about March 16, 2021.

Cautionary Note Regarding Forward-Looking Statements

The following proxy statement contains forward-looking statements, including those regarding implementation of our business plans, technology transitions, our business, strategies and financial performance, our offerings of new services, and other statements that are not historical fact, and actual results could differ materially from these forward-looking statements. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section, as well as other sections, of our 2020 Annual Report on Form 10-K, available on our website investors.portlandgeneral.com/financial-information/sec-filings, and other filings with the SEC. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date of this proxy statement, and the Company undertakes no obligation to update any such statements.

Our Company

What Are We?

We are a 133-year-old integrated electric energy company engaged in the generation, wholesale purchase, transmission, distribution and retail sale of electricity in Oregon. We provide energy to approximately 908,000 residential, commercial and industrial customers and have a service area population of 1.9 million.

We meet the region’s energy needs with a diverse mix of generation that includes hydro, wind, solar, coal and natural gas. We have committed to a companywide goal of achieving net zero greenhouse gas emissions by 2040, and our voluntary renewable energy program is the largest in the U.S. We expect to meet or exceed our ambitious and public milestones to decarbonize and electrify, while continuing to serve our customers safely, efficiently, financially sustainably, and respectfully.

We are of, by, and for the people of Oregon. We strive to serve and address the needs of our customers and communities, and in doing so, to have a positive impact on the world.

Who Are We?

We are pleased to share with you in this proxy statement extensive information about our Board of Directors and our compensation practices. We are also a company with over 2,800 employees, millions of customers and an even larger collection of stakeholders in our communities. We would be remiss if we didn’t share with you, very briefly, some information about each of these, starting with our senior leaders, including our named executive officers for 2020.

		MARIA POPE PRESIDENT AND CEO Ms. Pope is President, Chief Executive Officer and a member of the Board of Directors of Portland General Electric Company. She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. She served from 2013 to 2017 as 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. She served on PGE’s Board of Directors from 2006 to 2008. Prior to joining PGE, she served as Chief Financial Officer for Mentor Graphics Corporation and held senior operating and finance positions within the forest products and consumer products industries. She began her career in banking with Morgan Stanley. EDUCATION BA, College of Arts and Sciences, Georgetown University MBA, Stanford Graduate School of Business For more information, see Ms. Pope’s bio in Item 1: Election of our Board of Directors – Who We Are

OUR COMPANY

		LISA KANER VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE COMPLIANCE OFFICER Ms. Kaner is responsible for all of PGE’s legal affairs. She coordinates the company’s ethics and governance and Federal Energy Regulatory Commission compliance activities. Before joining PGE in 2017, Ms. Kaner successfully handled contract, employment and other commercial litigation cases at the Portland office of Markowitz Herbold PC. In addition to being honored by the Portland Business Journal as one of the region’s most influential businesspeople, Ms. Kaner has been recognized for her public service by the Oregon State Bar. She is an active member of the community, where her contributions include serving on the board of Impact NW, an organization to prevent homelessness. EDUCATION BA, cum laude, University of Pennsylvania JD, magna cum laude, Villanova University School of Law

		JOHN KOCHAVATR VICE PRESIDENT, INFORMATION TECHNOLOGY AND CHIEF INFORMATION OFFICER Mr. Kochavatr is responsible for the infrastructure, operations and development of all information systems at PGE. He joined the Company in 2018. Mr. Kochavatr has more than 20 years of experience in the Information Technology industry. Before joining PGE, he was senior vice president and CIO at SUEZ Water Technologies & Solutions (formerly General Electric Water and Process Technologies) from 2017-2018 and chief information officer and chief digital officer from 2012-2017 and served in several IT leadership positions at GE Power (formerly GE Energy) for 11 years. Mr. Kochavatr also currently serves as board chair of the Technology Association of Oregon. EDUCATION BA, University of California, Los Angeles MBA, University of Chicago’s Booth School of Business

		LARRY BEKKEDAHL VICE PRESIDENT, GRID ARCHITECTURE, INTEGRATION & SYSTEMS OPERATIONS Mr. Bekkedahl oversees PGE operational areas and is responsible for advancing PGE’s integrated smart grid strategy since 2019. Mr. Bekkedahl joined PGE in 2014 and until 2019 served as vice president of Transmission & Distribution, bringing more than three decades of leadership experience in the energy industry. Before joining PGE, he was senior vice president for transmission services at the Bonneville Power Administration and held leadership positions at Clark Public Utilities, PacifiCorp and Montana Power Company. Mr. Bekkedahl serves on the Electric Power Research Institute, Research Advisory Committee, the Stanford University Bits and Watts Advisory Council, the University of Akron Energy Advisory Committee, and the All Hands Raised board for Portland Public Schools Foundation. EDUCATION BS, Electrical Engineering, Montana State University

How Did We Do In 2020?

In 2020, we faced a pandemic, social unrest, economic uncertainty, a devastating wildfire season, strong winds, and significant energy trading losses. Despite all of these challenges and changes, we were able to deliver solid results in 2020 and our underlying business remained strong:

How We Are Making a Difference For Our Environment

Oregonians understand, as we do, the urgency of creating a low-carbon,clean-and-affordable energy, water-and-natural-resources-protected world in which we and future generations can live safely and comfortably. We are particularly proud that through the challenges of 2020 we accelerated progress on our ambitious environment-protecting programs. Here are a few highlights:

OUR COMPANY

How We Are Making a Difference For And With Our Employees

How We Are Making a Difference For Our Communities

How We Are Structured And Governed To Be Sustainable

We have a best-practice governance profile designed to support financial, environmental and social sustainability. It includes:

In 2020, we undertook a comprehensive refresh of our enterprise risk management policies, systems and practices anchored to COSO (Committee of Sponsoring Organizations of the Treadway Commission) and ISO (International Organization for Standardization) 13000.

As an essential service provider, we are committed to providing our customers with clean, affordable and reliable energy, while supporting our employees and communities.

Item 1:

Election of our Board of Directors

Who We Are

We believe our slate of 12 director nominees, whose biographical information we share in the following pages, brings to our Board a diverse range of skills, attributes and experience needed to provide effective oversight of the Company. Our nominees have held senior leadership roles at public companies or other large organizations and have extensive experience in a variety of fields, including utility operations and regulation, technology, health care, academia, finance and accounting, corporate governance, law, public policy, and consulting. All of our nominees have a reputation for integrity, honesty and adherence to high ethical standards. The biographical information provided here is current as of March 1, 2020.

The Board of Directors unanimously recommends that you vote “FOR” each of the following nominees.

Marc S. Bocci
Corporate Secretary		RODNEY BROWN Compensation and Human Resources and Finance Committee Member				INDEPENDENT DIRECTOR SINCE 2007 EDUCATION BA, Political Science, Baylor University JD, University of Texas School of Law SELECTED CURRENT POSITIONS Board member, National Audubon Society Board of Trustees chair, Bullitt Foundation SELECTED PAST POSITIONS Co-Chair, Governor’s Carbon Emissions Task Force Member, Governor’s Committee on Transforming Washington’s Budget Board member, Sightline Institute
BACKGROUND AND QUALIFICATIONS Mr. Brown, 64, is a founding partner of Cascadia Law Group PLLC, a Seattle, Washington law firm that specializes in environmental law. Mr. Brown’s practice focuses on environmental and land use issues relating to pollution control, project permitting, and climate change. He is the principal author of Washington’s Superfund law, the Model Toxics Control Act, and works to improve environmental regulations. From 1992 to 1996, Mr. Brown was a Managing Partner at the Seattle office of Morrison & Foerster, LLP, a large international law firm. He has served numerous for-profit and non-profit boards. Mr. Brown’s qualifications to serve on our Board include his experience as an environmental lawyer, his extensive knowledge of environmental laws and regulations, his 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.

Our Skills, Experience and Backgrounds

Our Board of Directors brings diverse skills, experiences and backgrounds to inform and enrich their oversight functions and deliberations. The following skills matrix captures just some of these characteristics. We considered these skills, experiences and backgrounds, together with the biographical information provided on pages 7 to 13, in determining that our nominees should be members of our Board. Check marks indicate featured skills and the absence of a check mark should not be read to suggest no relevant expertise in the specified area.

Candidate Recruitment.The Governance Committee identifies new Board candidates through a variety of methods, including the use of third-party search firms, suggestions from current directors, shareholders, or employees, and self-nominations. Our two newest directors, Michael Lewis and James Torgerson, were recommended by a third-party search firm prior to their nomination and election to the Board of Directors.

Director candidates identified by shareholders are evaluated by the same criteria applied to other director nominees, which are described below. To have a candidate considered by the Governance Committee, a shareholder should submit the recommendation in writing and include the following information:

The recommendation and information youdescribed above should consider. Please reviewbe sent to the entire proxy statement carefully before voting.Chair of the Governance Committee, in care of our Corporate Secretary, at Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204.

Candidate Evaluation.In evaluating director candidates, the Governance Committee seeks to identify individuals who, at a minimum, have the following characteristics:

In addition to evaluating a candidate’s individual qualifications, the Board and the Governance Committee consider how a candidate would contribute to the overall mix of experience, qualifications, skills and other attributes represented on our Board. The Company believes it is important that the Board exhibit diversity across a variety of parameters, including age, gender, and race and our Board is diverse in each of those ways as well as others; the Board has therefore not felt the need to adopt a formal diversity policy to capture its current practices.

Recommendation to the Board of Directors.Each year in advance of our Annual Meeting of Shareholders,

During its annual review of director independence in 2021, 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 FORdirector or an immediate family member is an executive officer, general partner or significant equity holder) and whether there were charitable contributions to not-for-profit organizations for which a director or an immediate family member of a director serves as a board member or executive officer.

As a result of this review, the Board affirmatively determined that the following directors nominated for election at the 2021 Annual Meeting of Shareholders are independent under the NYSE listing standards and our Director Independence Standards: Rodney Brown, Jack Davis, Kirby Dyess, Mark Ganz, Marie Oh Huber, Kathryn Jackson, Michael Lewis, Michael Millegan, Neil Nelson, Lee Pelton and James Torgerson. The Board had previously determined that John Ballantine and Charles Shivery, who are not standing for re-election, were independent under the NYSE listing standards and our Director Independence Standards. The Board determined that Maria Pope is not independent in light of her service as the Company’s President and CEO.

Board and Committee Self-Assessments

Each year the Board conducts a self-assessment of its performance and effectiveness as well as that of its committees. The Chair of the Governance Committee leads the Board’s assessment process, which requires each director to complete a written evaluation of the performance of both the Board as a whole and, to the extent applicable, the committees on which the director serves. These evaluations are anonymous, except to the extent a director elects otherwise. In addition, at least every two years, the Governance Committee Chair conducts confidential interviews with each of the Board members to solicit additional feedback on Board and committee performance. The results of our directors’ feedback are summarized and provided to all of the Board members and the Chair of the Governance Committee leads a discussion regarding the results with the Governance Committee as well as the full Board. As a result of these reviews, in 2020 the Board made adjustments to the topics handled by its committees and management.

Director Resignation Policy

The Company has adopted a director resignation policy, which is contained in our Corporate Governance Guidelines. Under the policy, any incumbent director who fails to receive a majority vote forin an uncontested election is expected to tender a resignation within five days following the certification of election results. The 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 director’s reelection and whether the director’s resignation from the Board would be in the best interests of the Company and its shareholders. The Board will act on the committee’s recommendation within 90 days after the date of the shareholders’ meeting at which the election of directors occurred. A director who is required to tender a resignation may not participate in the deliberations or decision regarding the 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 Form 8-K filed with the SEC.

How We Are Organized

Leadership Structure

Our Board believes that the Company is best served by maintaining the flexibility to determine its leadership structure based on the evolving needs of the Company. Our Corporate Governance Guidelines call for the appointment of a Board Chair but permit the Board to appoint any director to serve in this role. The duties of our Board Chair include:

We currently separate the roles of CEO and Board Chair. Jack Davis, our current Board Chair, is independent as defined in the NYSE listing standards and our own Director Independence Standards, which are contained in our Corporate Governance Guidelines. We believe our current leadership structure promotes strong independent Board oversight and management accountability and allows our CEO to focus her time and efforts on establishing our strategic direction and managing the affairs of the Company.

Our Board periodically reviews our leadership structure to determine whether it continues to serve the interests of the Company. Our Corporate Governance Guidelines require the independent directors to appoint a Lead Independent Director if the Board Chair is not independent. The Lead Independent Director’s duties would include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the non-management directors, and facilitating communications among the other members of the Board.

Board Committees

Each year our Governance Committee reviews the composition and mandates of our standing committees to ensure that they continue to support the effective execution of the Board’s responsibilities. The Board approves committee and chair assignments at least annually.

The Board has established four active standing committees: the Audit and Risk Committee, the Nominating and Corporate Governance Committee, the Compensation and Human Resources Committee, and the Finance Committee. Each standing committee has a Board-approved charter, which is reviewed annually by the respective committee and by our Governance Committee. The Board may also establish temporary committees as needed to address specific issues that arise from time to time. As discussed below, in 2020 the Board established a special committee to review matters related to our 2020 energy trading losses. The Board has also established a committee that is available to act on behalf of the Board in the event of a significant cybersecurity incident.

Each Board committee may retain and compensate consultants or other advisors as necessary for it to carry out its duties. To the extent permitted by law and the NYSE listing standards, Board committees may form subcommittees and delegate authority to the subcommittees, or to a committee chair individually.

All of the current members of the Board’s committees have been determined by the Board to be independent for purposes of the NYSE corporate governance listing standards and our Director Independence Standards. Directors who serve on the Audit and Risk Committee and the Compensation and Human Resources Committee meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under NYSE listing standards.

Below are brief descriptions of each standing Board committee. For more detailed descriptions, please refer to the committee charters available on our website at investors.portlandgeneral.com/corporate-governance.

AUDIT AND RISK COMMITTEE

COMPENSATION AND HUMAN RESOURCES COMMITTEE

No Compensation Committee Interlocks

The individuals who served on the Compensation Committee during 2020 were John Ballantine, Rodney Brown, Kirby Dyess, Mark Ganz, Marie Oh Huber, and Kathryn Jackson. All members of the committee during 2020 were independent directors and no member was an employee or former employee of the Company or any of its subsidiaries. During 2020, 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 Committee or Board or had any relationship with the Company requiring disclosure under SEC regulations.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

FINANCE COMMITTEE

* Ms. Huber also served as a member of the Finance Committee in 2020.

Cyber Incident Response Committee of the Board

In 2020 the Board established a committee with authority to act on behalf of the Board in the event of a significant cybersecurity incident that, in the judgment of the CEO, should be referred to the Board for advice and decision-making. Although the Audit and Risk Committee continues to have oversight responsibility for matters related to cybersecurity and information technology, in the event of a cyber incident, the Cyber Incident Response Committee would be available to facilitate timely feedback and decision-making by the Board. The Cyber Incident Response Committee is made up of those directors who serve as Chair of the Board and the members of the Audit and Risk Committee. There were no meetings of the Cyber Incident Response Committee in 2020.

Special Committee of the Board

In addition to these standing committees, in August 2020 our Board established a special committee of the Board (the Special Committee) to review the circumstances surrounding the Company’s third quarter energy trading losses. The Committee members, each of whom is independent, were Jack Davis, our Board Chair who also served as chair of the Special Committee, and John Ballantine, Kathryn Jackson, Neil Nelson and Charles Shivery. The Special Committee held 11 meetings in 2020. Each meeting included an executive session at which no Company employees were present. The Special Committee engaged its own independent counsel to assist it in its review. As previously announced, the Special Committee concluded its work in December 2020.

How We Govern

Role of the Board of Directors

Our Board of Directors is elected by our shareholders to oversee management in its operation of the Company. In exercising its fiduciary duties, the Board’s goal is to build long-term value for our shareholders and ensure the vitality of the Company for our customers, employees, and the other individuals, organizations and communities who depend on us.

Key responsibilities of our Board of Directors include:

Corporate Governance Framework

We are committed to maintaining sound corporate governance policies and practices that promote the long-term interests of our stakeholders. Our Nominating and Corporate Governance Committee regularly reviews our key corporate governance policies to ensure that they reflect evolving best practices and comply with legal and regulatory requirements. The committee refers suggestions for how to improve our governance policies to the full Board for approval.

Highlights of our corporate governance program include:

Strong independent oversight of management

Leadership accountability

Focus on leadership refreshment and quality

Engaged Board oversight of strategy and risk management

Board Oversight of Strategy

The Board takes an active role in assisting management with the development of the Company’s long-term business strategy. In recent years, our Board has conducted annual offsite Board sessions focused on our strategy. During these sessions, the Board and management discuss the competitive landscape in our industry, emerging technologies, significant business risks and opportunities, and strategic priorities of the Company. These sessions have generally included training provided by outside experts and business leaders on matters of strategic significance to the Company.

Throughout the year, our management team regularly reports to the Board on the execution of our long-term strategic plans, the status of important projects and initiatives, and the key opportunities and risks facing the Company.

Senior Management Succession Planning

Our Board oversees senior management succession planning and talent development with the assistance of the Governance Committee and the Compensation Committee in an effort to maximize the pool of internal candidates who can assume executive officer positions without undue disruption of the business. In recent years, the full Board has conducted reviews of succession plans for senior management, including a review of the qualifications and development plans of potential internal candidates. Directors also regularly have an opportunity to meet and engage with potential internal senior management successors at Board and committee meetings. In addition, the Compensation Committee regularly conducts more in-depth reviews of development plans for promising management talent.

Board Oversight of Human Capital Management and Culture

Our Board understands that our people and our culture are critical to our continued success. We seek to attract and retain a talented, motivated, and diverse workforce and to maintain a culture that reflects our core values, our drive for performance, and our commitment to acting with the highest levels of honesty, integrity and compliance.

Board Oversight of Risk Management

Identifying and managing material risks facing the Company is a core responsibility of our Board, the committees of the Board, and our senior management, and we are committed to maintaining an effective risk and control environment.

The Board of Directors is responsible for assessing whether management has put in place effective systems to identify, evaluate, and manage the material risks facing the Company. The Board satisfies its oversight function through reporting from management on areas of material risk, including strategic, operational, cybersecurity, environmental, financial, legal, and regulatory risks. In addition, management reports quarterly to the Audit and Risk Committee on activities and findings of the Company’s risk management program.

While the full Board of Directors has ultimate responsibility for oversight of risk management, particularly with regard to strategic risks, each of the standing committees of the Board has been assigned a role in assisting the Board with its oversight responsibilities. Key risk areas overseen by the Board’s committees are shown below:

Management is responsible for day-to-day identification and management of risk. To ensure the consistency and comprehensiveness in its approach, the Company has established an Executive Risk Committee (ERC) to oversee the Company’s risk management programs. The current members of the ERC are the CEO; CFO; General Counsel; Vice President, Utility Operations; Vice President, Chief Information Officer; Vice President, Strategy, Regulatory and Power Supply; and the Senior Director, Treasury, Investor Relations and Risk Management. The ERC supports the mission of PGE’s enterprise risk management program, which is to enable risk-informed decision-making by providing a consistent framework for identifying, assessing and managing, monitoring, and reporting on enterprise risks.

In 2020, the Board oversaw management’s efforts to strengthen our risk management program, work that is continuing into 2021. Some of the key improvements we have implemented include:

Board Oversight of Political Engagement

In February 2021, the Board amended the charter of the Nominating and Corporate Governance Committee, assigning it oversight responsibility for the Company’s political spending practices, in accordance with our Political Engagement Policy, which governs the political activities and expenditures of the Company and its political action committees. Under the policy, the committee is responsible for discussing the strategic priorities for the Company’s political and policy lobbying, political contributions, and industry association affiliations and reviewing an annual report on political expenditures of the Company and its political action committees for the prior year. The policy also calls for the publication of the annual report on political expenditures on our external website. Our Political Engagement Policy is available at investors.portlandgeneral.com/corporate-governance.

Board Meetings

Directors are expected to attend all Board meetings and meetings of committees on which they serve, as well as the Company’s Annual Meeting of Shareholders. While the Board understands that circumstances may arise from time to time that prevent a director from attending a meeting, directors are expected to make these meetings a priority. During 2020, each director attended at least 75% of the meetings of the Board and meetings of the committees on which the director served, and average board meeting attendance was 97%. All of the directors also attended the Company’s 2020 Annual Meeting of Shareholders. There were 15 meetings of the Board of Directors in 2020.

Under our Corporate Governance Guidelines, the non-management directors must meet in executive session without management at least quarterly. The Chair of the Board presides over executive sessions of the non-management directors. 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. There were 12 executive sessions of the non-management directors in 2020. Throughout 2020, all of our non-management directors were independent under the NYSE listing standards and our Director Independence Standards. Accordingly, the 12 executive sessions of our non-management directors in 2020 also constituted meetings of our independent directors.

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 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, namedand 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 Governance Committee determines that the transaction 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 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 and Risk Committee. Only the Audit and Risk Committee may waive such a conflict, which will be promptly disclosed to our shareholders as required by law.

How We Are Paid

Stock Ownership Guidelines for 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 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 49 of this proxy statement. None of our current directors has sold shares of PGE common stock while serving as a director.

2020 Compensation Program Overview

The compensation of our non-management directors is determined by the Board of Directors upon a recommendation from the Compensation and Human Resources Committee, which reviews our director compensation program annually, considering factors such as workload and market data. The Company does not pay Ms. Pope for her Board service in addition to her regular employee compensation.

The Company offers non-management directors both cash and equity compensation. Cash compensation is provided in the proxy statement.

of the Company’s common stock as of the payment date for such dividend (or in a case where the final vesting date of the related RSU falls between a dividend record date and the related payment date, the NYSE closing price of the Company’s common stock the last preceding trading day before the RSU vesting date). Dividend equivalent rights vest and become payable on this proposal.

Compensation and Human Resources

Committee Report

The Compensation and Human Resources Committee has reviewed and discussed with management the following Compensation Discussion and Analysis and has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

MEMBERS OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

Kirby Dyess (Chair)

John Ballantine

Rodney Brown

Mark Ganz

Marie Oh Huber

Kathryn Jackson

James Torgerson

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy, our 2020 executive compensation program and our compensation policiesdecisions for the following current and practices help us achieveformer executive officers named in our goalsSummary Compensation Table.

* Mr. Lobdell retired from the Company effective December 31, 2020. James Ajello, whose biographical information appears on page 2 of rewarding strongthis proxy statement, assumed the role of Senior Vice President, Finance, Chief Financial Officer and sustained financial and operating performance, leadership excellence and alignment of our executives' long-term interests with those of our stakeholders.Treasurer effective January 1, 2021.