Dan Kelly
About Dan Kelly
Daniel J. (Dan) Kelly, age 62, is an independent Class III director of MGE Energy (MGEE) since 2024. He is a CPA with an MBA from the University of Wisconsin–Madison and brings deep financial, risk, and strategic leadership experience from a 36‑year career at American Family Insurance, including CFO (2011–2021) and Chief Underwriting Officer (2022–2023), and is currently a Senior Lecturer at UW–Madison’s School of Business . The board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Family Insurance | Chief Underwriting Officer | 2022–2023 | Oversaw product management for P&C portfolio |
| American Family Insurance | Chief Financial Officer | 2011–2021 | Accountabilities: Controller, ERM, Reinsurance, Investments, Internal Audit, Facilities |
| American Family Insurance | VP Human Resources | 2007–2011 | Executive leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Wisconsin–Madison, School of Business | Senior Lecturer | Sep 2021–present | Teaching/executive education |
| UW–Madison Athletic Board | Board Member | 2023–present | Governance within athletics |
| UW Risk Management & Insurance MBA Advisory Board | Advisor | 2017–present | Industry advisory |
| UW Carbone Cancer Center Advisory Board | Advisor | 2020–present | Advisory role |
| UW–Madison School of Business Dean’s Advisory Board | Advisor | 2012–2024 | Former advisory role |
| Edgewood College School of Business Advisory Board | Advisor | 2018–2020 | Former advisory role |
No other public company directorships are disclosed for Mr. Kelly in MGEE’s proxy .
Board Governance
- Committee assignments (2024): Audit Committee (member) and Human Resources & Compensation Committee (member). He signed both the Audit Committee Report and the HRCC Report, indicating active participation .
- Independence: Board determined Kelly is independent under Nasdaq and MGEE guidelines .
- Attendance/engagement: Board met 10 times in 2024; Audit (5), HRCC (6). Each director attended >75% of board and committee meetings; all directors attended last year’s Annual Meeting .
- Board/committee independence: All key committees (Corporate Governance, Audit, HRCC) are 100% independent .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Human Resources & Compensation | Member | 6 |
Fixed Compensation
Policy design
- Annual cash retainer for nonemployee directors: $50,000 .
- Meeting/education fees: $1,500 per board or committee meeting and $1,500 per director education activity attended .
- Chair/lead fees: Audit Chair $12,500; Lead Independent Director (also Corporate Governance Chair) $12,500; HRCC Chair $10,000 .
2024 actual (Kelly)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $62,667 |
| All Other Compensation (education fees) | $1,500 |
| Total Cash/Other | $64,167 |
Performance Compensation
Structure and 2024 grant
- Equity type: Time‑based restricted stock units (RSUs) under the 2021 LTI Plan; 2024 annual director equity grant valued at $80,000 and pro‑rated for directors commencing service in 2024 (Kelly received $67,000). Awards vest at the end of three years, allow continued vesting upon death/disability/retirement, and immediate vesting upon change of control; settlement in stock or a cash/stock mix; 2024 grants settle in 1Q27 .
| Grant Date | Award Type | Units | Grant Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| Mar 2024 | RSUs (time‑based) | 1,061 units (outstanding at 12/31/24 for new directors) | $67,000 (pro‑rated) | Cliff‑vest 12/31/26; settle 1Q27; continued vesting on death/disability/retirement; immediate vesting on CoC |
2024 director compensation mix (Kelly)
| Cash vs Equity | Amount (USD) |
|---|---|
| Stock Awards | $67,000 |
| Total Director Compensation | $131,167 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| American Family Insurance (prior employer) | Private insurer | Former executive | No related‑person transactions disclosed with MGEE |
| UW–affiliated boards (multiple) | Academic/non‑profit | Advisor/Board member | See External Roles above |
MGEE disclosed no related‑person transactions requiring disclosure since the beginning of fiscal 2024; the Audit Committee reviews any such transactions per policy .
Expertise & Qualifications
- CPA; MBA from UW–Madison .
- Former CFO with oversight of ERM, reinsurance, investments, internal audit—strong finance and risk credentials .
- Identified board skills include strategic leadership/governance, financial acumen, legal/regulated industry, and customer/community/workforce experience .
Equity Ownership
Ownership and alignment
- Stock ownership guidelines: 3x annual cash retainer for directors; expected to achieve within three years of election or guideline adoption (effective Jan 1, 2023). All directors have achieved or are on track .
- Anti‑pledging and anti‑hedging policies apply to directors .
| As‑of Date | Beneficial Shares | RSUs Counted Under Guidelines | Total “Considered Owned” | Percent of Class |
|---|---|---|---|---|
| Mar 3, 2025 | 0 (table shows “–”) | 1,979 | 1,979 | <1% |
Outstanding units snapshot
- As of Dec 31, 2024: one RSU award outstanding representing 1,061 units for new 2024 directors (including Kelly) .
- As of Mar 3, 2025: RSUs counted under ownership guidelines 1,979 units for Kelly, reflecting the subsequent 2025 grant cycle .
Governance Assessment
Strengths
- Independent director serving concurrently on Audit and HRCC—two key, fully independent committees; signed both committees’ 2024 reports, evidencing active engagement .
- Board/committee attendance met policy thresholds; board met 10x in 2024; robust committee cadence (Audit 5; HRCC 6) .
- Strong governance infrastructure: 100% independent key committees; anti‑pledging and anti‑hedging policies; stock ownership guidelines; majority voting with resignation policy; board self‑assessment; refreshment since 2018 .
- No related‑party transactions requiring disclosure since 2024; Audit Committee oversight of any potential related‑person transactions .
- Companywide Say‑on‑Pay support of ~94% in 2024 indicates broad investor alignment on compensation practices (context for HRCC oversight) .
Watch items
- Low direct beneficial ownership (0 shares) as of Mar 3, 2025, though offset by RSUs (1,979 units counted) and on‑track status under ownership guidelines given his 2024 start date .
- Prior executive affiliation with American Family Insurance; another MGEE director (Dewey) currently serves on AFI boards—no related‑party transactions disclosed, but maintain monitoring for potential perceived interlocks; Audit Committee reviews any such matters .
Overall, Kelly’s audit/compensation committee service, finance/risk background, and adherence to independence and ownership policies support board effectiveness with limited conflict risk based on current disclosures .