Cari Anne Renlund
About Cari Anne Renlund
Cari Anne Renlund is Vice President, General Counsel and Secretary of MGE Energy, Inc. and Madison Gas and Electric Company, serving as an officer since November 2015 . In 2024, her base salary rate was $402,285, with realized salary of $395,900 and non‑equity incentive pay of $217,234 reflecting strong Company performance across EPS, customer satisfaction, and service reliability metrics . Company performance over 2022–2024 includes Net Income growth from $111.0M to $120.6M and EPS rising from 3.07 to 3.33; TSR indexed to $133 in 2024 (base $100 in 2023), indicating shareholder value creation during the latest year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Madison Gas and Electric Company | Vice President, General Counsel and Secretary (officer) | Nov 2015–present | Leads legal, governance and corporate secretary functions supporting strategy execution and risk management |
External Roles
- Not disclosed in proxy/SEC filings reviewed.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Realized) ($) | 359,093 | 377,048 | 395,900 |
| Base Salary Rate set for year ($) | — | — | 402,285 |
| All Other Compensation ($) | 352,631 | 82,938 | 93,785 |
| Pension Eligibility | Not eligible (hired post‑2006) | Not eligible | Not eligible |
Notes:
- 2024 All Other Compensation includes company 401(k) contributions of $32,775, 2023 DCSERP supplemental $34,845 and restoration $22,396, and supplemental disability premium $3,770 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Effect | Vesting |
|---|---|---|---|---|---|
| Short‑Term Incentive (STI) target (% of base) | — | 45% for Renlund | — | Aggregate NEO payout at 124% of target; individual component paid 30–38% across NEOs | Annual cash |
| STI – EPS | 20% of pool | $3.19 | $3.33 | 24.4% of pool (above target) | Annual |
| STI – Customer Satisfaction (Residential) | 5% | 4.40 | 4.63 | 6.9% of pool (above target) | Annual |
| STI – Customer Satisfaction (Commercial) | 5% | 4.40 | 4.60 | 6.7% of pool (above target) | Annual |
| STI – Electric Reliability (SAIFI/SAIDI) | 5% | Top quartile | Top decile | 7.5% of pool | Annual |
| STI – Gas Safety (Response/Third‑party damage) | 5% | Top quartile | Top decile | 7.5% of pool | Annual |
| STI – Other Corporate Goals | 30% of pool | 30% | 35% | Above target | Annual |
| PSUs (2024 grant) | 50% of LTI | Target 1,516 units | Earnout: 0–200% based on avg ROE (50%) and cumulative EPS (50%); +0–50% TSR adder vs EEI peers | Grant date FV $110,729 | Cliff vest 12/31/2026 |
| RSUs (2024 grant) | 50% of LTI | 1,516 units | Stock‑settled | Grant date FV $95,796 | Cliff vest 12/31/2026 |
| 2024 Vested Awards | — | — | 1,890 PSUs vested ($187,063); 1,080 RSUs vested ($106,893) | Reflects 2022 cycle vesting at 175% of target PSUs | On cycle completion |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,686 shares; <1% of class |
| RSUs counted for ownership guideline | 4,035 units |
| Total “Qualifying Shares” for guideline | 5,721 |
| Ownership Guidelines | Vice Presidents: 1× base salary; officers expected to meet within 5 years; all NEOs on track |
| Hedging/Pledging | Prohibited for directors/executives |
| Options | Company does not grant stock options; none in 2022–2024 |
Outstanding unvested equity at 12/31/2024: 1,516 RSUs (2024) and 1,174 RSUs (2023); PSU opportunities outstanding shown at maximum 3,032 (2024) and 2,348 (2023) units per SEC table methodology .
Employment Terms
- Severance Agreements: Double trigger after a change in control (termination by company without cause, death or disability; or by executive for “good reason”) within 24 months; payout equals 2× annual base salary plus 2× highest STI in past 5 years, plus pro‑rata STI and accrued vacation if eligible; Section 280G cutback applies; payable 6 months post‑separation .
- Change in Control definition includes ≥20% beneficial ownership, majority board change, certain M&A transactions, or liquidation/dissolution .
- LTI treatment: Awards fully vest upon change in control; normal cliff vesting on 12/31/2026 for 2024 grants; continued vesting under bona fide retirement conditions .
- Clawback: Recoupment policy compliant with SEC/NYSE requires recovery of erroneously awarded incentive compensation in the event of an accounting restatement .
- Tax Gross‑Ups: Company eliminated excise tax gross‑up provisions effective December 30, 2010 .
- Deferred Compensation: Eligible for 2023 DCSERP; 2024 registrant contributions of $57,241 with aggregate DCSERP balance $531,501; restoration and supplemental contribution framework disclosed (9.5% above qualified limits; 6% supplemental) .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $699,819,000* | $673,931,000* | $659,944,000* |
| Net Income ($) | $110,952,000 | $117,699,000 | $120,569,000 |
| EBITDA ($) | $231,900,000* | $241,980,000* | $254,133,000* |
| Diluted EPS | 3.07 | 3.25 | 3.33 |
Values retrieved from S&P Global for cells marked with an asterisk.
Additional pay-versus-performance context: MGE Energy TSR index rose to $133 in 2024 from $100 in 2023; Net Income and EPS improved year‑over‑year, consistent with above‑target STI payouts on objective metrics .
Compensation Structure Analysis
- Mix shift and risk: Company uses RSUs and PSUs (no options), balancing retention (RSUs) with performance (PSUs tied to ROE, EPS, and relative TSR) .
- Target opportunities: Renlund’s STI target increased to 45% in 2024, reflecting market benchmarking and role scope; STI features a 150% cap to reward outperformance .
- Governance protections: Robust anti‑pledging/hedging, clawback, ownership guidelines, and 280G cutbacks align pay with shareholder interests .
- Peer benchmarking: Committee relies on Willis Towers Watson data and a utility/energy peer group (e.g., ALLETE, Avista, IDACORP, Northwest Natural, NorthWestern Energy, Otter Tail, Ormat, Unitil, Suburban Propane, Sunnova, Genie Energy), without a fixed percentile target to avoid automatic ratcheting .
- Say‑on‑Pay support: ~94% approval in 2024; program maintained with balanced STI/LTI metrics and conservative approach .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited; mitigates misalignment risk .
- Options repricing: None; options not used .
- Tax gross‑ups: Eliminated in 2010; shareholder‑friendly .
- Related party transactions: None requiring disclosure in 2024 .
- Insider selling pressure: 2024 vesting of PSUs/RSUs for Renlund occurred; PSUs may settle in cash/stock at executive election, potentially reducing forced selling; no pledging permitted .
Equity Ownership & Pledging/Hedging Detail
- Beneficial ownership: 1,686 shares; total shares considered toward guideline 5,721 (includes RSUs) .
- Policy: Strict no-hedging/no-pledging for directors and executive officers; stock ownership guidelines require 1× base salary for Vice Presidents with five‑year compliance window; NEOs are on track .
Investment Implications
- Pay-for-performance alignment: Renlund’s compensation shows high at‑risk components via STI and PSUs linked to EPS, ROE, and relative TSR; 2024 objective metrics exceeded targets, supporting incentive payouts .
- Retention risk: RSU/PSU cliff‑vesting through 12/31/2026 and DCSERP participation provide retention hooks; change‑in‑control uses double trigger at 2× salary+bonus (no tax gross‑ups), which is moderate by utility standards .
- Trading signals: Anti‑hedging/pledging and cash‑settlement option for PSUs limit forced share sales; beneficial ownership is modest (<1%), but ownership guidelines and ongoing vesting improve alignment .
- Execution track record: Company delivered EPS and Net Income growth and above‑target operational metrics in 2024; TSR improved, indicating positive momentum—supports confidence in management’s ability to execute decarbonization and reliability initiatives that underpin financial outcomes .