Gary Wolter
About Gary J. Wolter
Gary J. Wolter (age 70) has served on MGE Energy’s board since 2000. He is the past Chairman, President and CEO of MGE Energy, Inc. and Madison Gas and Electric Company (MGE) until March 1, 2017; previously an attorney, with 40 years in the public utility business . The board has determined Wolter is not independent under Nasdaq standards given his former executive status . His board skills span strategic leadership/governance, financial acumen, legal/regulatory, technology/security, operations, and environmental/safety .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGE Energy, Inc. and Madison Gas and Electric Company | Chairman, President and CEO | Employee since 1984; Officer since 1989; CEO/Chair role through March 1, 2017 | Led utility operations and strategy over three decades |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Guardian Life Insurance Company | Chairman | Not disclosed | Governance oversight at a financial services entity |
| Oscar Rennebohm Foundation | Director | Not disclosed | Civic/philanthropic board service |
| University of Wisconsin Hospitals and Clinics Board of Authority | Former Chair | Not disclosed | Oversight in a major regional health institution |
Board Governance
- Committee assignments: Executive Committee member; no chair roles .
- Independence: Not independent (former executive) .
- Attendance: Board met 10 times in 2024; every director attended >75% of board and committee meetings on which they served; all directors attended last year’s Annual Meeting . The Executive Committee did not meet in 2024 .
- Board composition: 8 of 10 directors independent; key committees (Corporate Governance, Audit, Human Resources and Compensation) are 100% independent; retirement guideline at age 75; majority vote standard and resignation policy in uncontested elections .
| Governance Attribute | Detail |
|---|---|
| Director since | 2000 |
| Age | 70 |
| Independence | Not independent |
| Committees | Executive Committee (member) |
| Committee chairs | None |
| Board meetings (2024) | 10; >75% attendance for all directors |
| Executive Committee meetings (2024) | 0 |
| Annual Meeting attendance | All directors attended prior year |
Fixed Compensation
| Component | Amount | 2024 Notes |
|---|---|---|
| Annual retainer (nonemployee director) | $50,000 | Applies to all nonemployee directors |
| Meeting fees | $1,500 per board/committee meeting; $1,500 per director educational activity | Standard cash fees |
| Committee chair fees | Audit $12,500; Lead Independent/Corporate Governance $12,500; Human Resources & Compensation $10,000 | Wolter did not receive chair fees |
| Fees Earned or Paid in Cash (Gary J. Wolter) | $75,500 | Reported 2024 cash compensation |
Performance Compensation
| Grant | Type | Grant Date Fair Value | Units | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|
| Annual director equity grant (March 2024) | Time-based RSUs under 2021 LTI Plan | $80,000 | Not disclosed | Three-year cliff; continued vesting upon death, disability, retirement; immediate vesting on change of control | Stock or a combination of cash and stock; issued/paid during Q1 2027 | Pro‑rated for directors commencing service in 2024; directors Ackerman/Kelly/Rieger pro-rated to $67,000 |
| Outstanding director RSUs (aggregate per director at 12/31/2024) | Time-based RSUs | Not applicable | 3,103 units (aggregate across 3 awards) | As above | Stock (RSUs settle in stock) | Applies to directors excluding 2024 appointees (who had 1,061 units) |
| Options | None | — | — | — | — | Company did not grant options to directors in 2024 |
No director performance share units (PSUs) or option awards are disclosed for nonemployee directors; equity for directors is time-based RSUs only .
Other Directorships & Interlocks
| Company/Institution | Role | Overlap/Interlock Risk |
|---|---|---|
| National Guardian Life Insurance Company | Chairman | Financial services exposure; no related-party transactions disclosed at MGEE |
| Oscar Rennebohm Foundation | Director | Charitable affiliations are common; MGEE makes charitable contributions broadly; independence thresholds evaluated annually |
| UW Hospitals and Clinics Board of Authority | Former Chair | Health system governance; no MGEE related-party transactions disclosed |
Expertise & Qualifications
- Strategic leadership/governance, financial acumen, legal/regulatory, technology/security, operations, environmental/safety .
- Former chief executive of a regulated utility; attorney background supports regulatory and governance rigor .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 21,085 | Less than 1% of outstanding shares |
| RSUs counted toward ownership guideline | 3,329 | Time-based RSUs included in guideline calculation |
| Total shares considered owned under ownership guideline | 24,414 | Sum of beneficial shares and qualifying units |
| Shares in MGE 401(k) plan | 325 | Included in beneficial ownership footnote |
| Ownership guidelines | 3x annual cash retainer for nonemployee directors | Directors expected to meet within 3 years of 1/1/2023; all directors achieved/on track |
| Pledging/Hedging | Prohibited | Anti‑pledging and anti‑hedging policies apply to directors |
Governance Assessment
-
Signals of effectiveness
- Board refreshment and structure: 8/10 independent directors; key committees fully independent; strong Lead Independent Director role and annual board/peer evaluations .
- Attendance and engagement: Wolter met the >75% attendance threshold; all directors attended the Annual Meeting .
- Shareholder alignment: Director stock ownership guidelines (3x retainer) with compliance on track; anti-pledging/hedging policies in place .
- No related-party transactions requiring disclosure in 2024 .
- Say-on-pay support ~94% in 2024 and five-year average 94%—a positive investor sentiment signal for compensation governance .
-
Potential conflicts and risk indicators
- Independence: Wolter is not independent, reflecting his prior CEO role; he serves on the Executive Committee (which did not meet in 2024), so oversight of management should continue to rely on independent committees and the Lead Independent Director structure .
- Interlocks: External roles at a life insurer and civic foundations noted; Audit Committee reviews related‑person transactions and none required disclosure for 2024, mitigating immediate conflict risk .
- Retirement guideline and tenure: Age 70 with long tenure; retirement guideline at 75 helps manage long-term refreshment .
-
RED FLAGS
- Not independent (former CEO) .
- Long tenure may raise refreshment concerns if not balanced by independent directors; current board composition mitigates this (80% independent; independent key committees) .
- No pledging/hedging, no related-party transactions, and strong say-on-pay results lower immediate governance risk .