MGE ENERGY INC
For the period ended Apr 3, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 3, 2025 · Filed Apr 4, 2025
Contents
Pay Versus Performance
| Pay Versus Performance | ||||||||
|---|---|---|---|---|---|---|---|---|
| Value of Initial Fixed $100 Investment Based on: · Company Selected Measure | ||||||||
| Year(a) | Summary Compensation Table Total for PEO($)(1)(b) | Compensation Actually Paid to PEO($)(2)(3)(c) | Average Summary Compensation Table Total for Non-PEO NEOs($)(4)(d) | Average Compensation Actually Paid to Non-PEO NEOs($)(2)(4)(5)(e) | Total Shareholder Return($)(f) | Peer Group Total Shareholder Return($)(6)(g) | Net Income($)(h) | Earnings Per Share - Basic and Diluted($)(7)(i) |
| 2024 | 2,126,131 | 3,303,145 | 855,983 | 1,138,299 | 133 | 127 | 120,569,000 | 3.33 |
| 2023 | 2,566,797 | 2,206,732 | 895,191 | 838,196 | 100 | 107 | 117,699,000 | 3.25 |
| 2022 | 1,678,867 | 1,590,003 | 797,155 | 731,318 | 95 | 117 | 110,952,000 | 3.07 |
| 2021 | 2,628,028 | 2,189,827 | 863,501 | 766,775 | 109 | 116 | 105,761,000 | 2.92 |
| 2020 | 2,711,113 | 1,522,389 | 1,589,557 | 709,072 | 91 | 99 | 92,418,000 | 2.60 |
(1)
Reflects amounts reported in the "Summary Compensation Table" for J. Keebler (PEO).
(2)
Compensation Actually Paid (CAP) includes adjustments in accordance with the SEC methodology to the total executive compensation reported from the summary compensation table. The adjustments include a deduction for actuarial present value of accumulated benefit of all defined benefit and actuarial pension plans reported in the summary compensation table; addition of actuarially determined service costs for services rendered by the executive during the covered fiscal period, deduction of grant date fair value of equity award amounts reported in the summary compensation table; and addition or subtraction of the change in fair value of the equity awards unvested and vested during the fiscal period. The calculation of "compensation actually paid" is prescribed by SEC rules and does not represent the compensation actually received by the named executive officers for any time period shown above.
(3)
To calculate CAP for the PEO, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining CAP for 2024:
| Year | Deduction for Actuarial Pension Present Value | Addition for Service Cost for Pension | Deduction of Grant Date Fair Value of Awards Granted in FY | Addition of Fair Value of Equity Awards Granted in FY | Change in Fair Value of Prior Years’ Unvested Equity Awards | Change in Fair Value of Prior Years’ Awards Vested in FY | Total Adjustment to CAP |
|---|---|---|---|---|---|---|---|
| 2024 | — | 161,310 | (703,219) | 1,168,032 | 204,985 | 345,906 | 1,177,014 |
(4)
For fiscal years 2020 through 2024, J. Bushek, L. Hobbie, and C.A. Renlund are included as other named executive officers. In addition, J. Lorenz is included for fiscal year 2024; T. Johnson is included for fiscal years 2020 through 2023. D. Peterson is included for fiscal year 2021 and J. Newman is included for fiscal year 2020.
(5)
To calculate CAP for the average named executive officers, the following average adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining CAP for 2024:
| Year | Deduction for Actuarial Pension Present Value | Addition for Service Cost for Pension | Deduction of Grant Date Fair Value of Awards Granted in FY | Addition of Fair Value of Equity Awards Granted in FY | Change in Fair Value of Prior Years’ Unvested Equity Awards | Change in Fair Value of Prior Years’ Awards Vested in FY | Total Adjustment to CAP |
|---|---|---|---|---|---|---|---|
| 2024 | (17,440) | — | (196,853) | 326,967 | 64,692 | 104,950 | 282,316 |
(6)
Peer Group Total Shareholder Return of the Edison Electric Institute (EEI) Index companies, which is the index used for purposes of the Company’s disclosure under Item 201(e) of Regulation S-K.
(7)
The Company determined that EPS is the most important financial performance measure used to link CAP to Company performance given that it is utilized as a component of the 2024 STI and the 2024 PSU awards granted to the NEOs.
The Human Resources and Compensation Committee did not consider the required "Pay versus Performance" disclosures in its decision-making process when determining 2024 executive compensation.
The chart below illustrates the relationship of executive compensation actually paid and MGE Energy Total Shareholder Return (TSR). Also included is the relationship of MGE Energy TSR and peer group TSR.
The chart below illustrates the relationship of executive compensation actually paid and Earnings Per Share (EPS).
The chart below illustrates the relationship of executive compensation actually paid and Net Income.
The following table identifies the financial and non-financial most important performance measures used by our Human Resources and Compensation Committee to link compensation actually paid to our NEOs to Company performance. See further discussion in the Compensation Discussion and Analysis for description of metrics and impact to executive compensation.
Performance Measures
Earnings Per Share
Return on Equity
Relative Total Shareholder Return
Customer Satisfaction Rating
Service Reliability
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.