James Lorenz
About James J. Lorenz
James J. Lorenz is Vice President – Energy Operations at MGE Energy and Madison Gas and Electric Company, serving in this role since May 1, 2021; previously Assistant Vice President – Energy Operations from October 1, 2018 to May 1, 2021. He is 58 and has six years of service as an officer; he is an executive officer of MGE, not of MGE Energy . Company performance during his tenure includes strong reliability rankings and ongoing decarbonization investment; MGE ranked top‑three nationally for fewest outages in each of the last 17 years (2nd in 2023), and management highlights include 50+ MW capacity added in 2024, with EPS of $3.33 and net income of $120.6M in 2024 per pay‑versus‑performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Madison Gas & Electric (MGE) | Vice President – Energy Operations | 2021–present | Tenure coincided with top‑ranked energy reliability and added capacity in 2024; supports operational execution of Energy 2030 framework |
| Madison Gas & Electric (MGE) | Assistant Vice President – Energy Operations | 2018–2021 | Predecessor role leading operational functions ahead of promotion to VP |
External Roles
No external directorships or public board roles for Lorenz are disclosed in the company’s filings .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (paid) ($) | 294,786 | Salary paid during FY2024 |
| Base Salary (set for 2024) ($) | 305,704 | Committee‑approved base for 2024 review cycle |
| All Other Compensation ($) | 43,297 | Includes 401(k) ($8,844), DCSERP supplemental ($24,944) and restoration ($6,721), supplemental disability premiums ($2,788) |
| Change in Pension Value ($) | 69,759 | Actuarial change; not a cash payment in 2024 |
| Total Compensation ($) | 713,592 | SEC‑defined total |
Performance Compensation
Short‑Term Incentive (STI) – Structure and 2024 Outcomes
| Component | Weighting | Target Mechanics | 2024 Target ($) | 2024 Actual ($) | Max Cap |
|---|---|---|---|---|---|
| Metric‑specific targets | 40% | EPS, customer satisfaction, service reliability, other corporate goals | 137,567 | 173,334 | 150% of target |
| Corporate goals (subjective) | 30% | Board assessment | — | — | — |
| Individual goals (subjective) | 30% | Board assessment | — | — | — |
| STI Threshold/Maximum ($) | — | — | Threshold: 68,784; Maximum: 206,351 | — | 150% of target |
Long‑Term Incentive (LTI) – PSUs and RSUs Program Design
- PSUs: Equally weighted on average ROE and cumulative EPS with threshold/target/maximum vesting at 50%/100%/150%; relative TSR vs EEI index adds 0%/25%/50% of initial units for ≤50th / 50th–75th / ≥75th percentiles; settled in cash, stock, or combination at election on vesting .
- RSUs: Time‑based, settled in stock; awards cliff vest after three years (2024 RSUs vest 12/31/2026) .
2024 Grants (PSUs and RSUs)
| Grant Type | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs | 03/01/2024 | 02/16/2024 | 486 | 972 | 1,944 | 70,995 (using $73.04/PSU) |
| RSUs | 03/01/2024 | 02/16/2024 | — | — | — | 61,421 (972 RSUs at $63.19) |
Completed Cycle – 2022 PSUs (Performance Period Ended 12/31/2024)
| Metric | Target | TSR Percentile | Vesting Result | Settlement Basis |
|---|---|---|---|---|
| Cumulative EPS | $8.51 | 66th percentile | 175% (150% EPS/ROE + 25% TSR adder) | PSUs settled using 12/31/2024 close; RSUs per vest date + dividends |
2024 Stock Vested
| Award Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| PSUs | 1,209 | 119,661 |
| RSUs | 691 | 68,392 |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Shares Beneficially Owned (#) | 2,382; <1% of class | Sole voting/investment power unless noted |
| RSUs Counted for Guidelines (#) | 2,788 | Time‑based RSUs included for guideline calculation |
| DCSERP Notional Shares (Guideline) (#) | — | Not applicable for Lorenz in guideline table; total considered owned under guideline shown below |
| Total Shares Considered Owned Under Ownership Guideline (#) | 5,170 | Includes outright, RSUs, eligible notional shares |
| Ownership Guideline Multiple | 1× base salary for Vice Presidents | Achieved or on track per company statement |
| Anti‑Pledging Policy | No pledging; no margin accounts | Strict prohibition |
| Anti‑Hedging Policy | No hedging transactions permitted | Strict prohibition |
| Outstanding RSUs (Unvested) (#) | 737 (2023); 972 (2024) | Market values: $69,249; $91,329 (12/31/2024 close $93.96) |
| Outstanding PSUs (Unearned) (#) | 1,474 (2023); 1,944 (2024) | Payout values: $138,497; $182,658 (assumes max level in table display) |
Employment Terms
| Provision | Term | Quantified Illustration (as of 12/31/2024) |
|---|---|---|
| Severance Agreement | Double‑trigger within 24 months of change‑in‑control (termination by company not for cause, death/disability; or by executive for “good reason”), payment 6 months post‑separation | — |
| “Good Reason” Definition | Material diminution in base compensation, authority, duties/responsibilities, supervisor’s authority/duties, or budget authority; notice within 90 days; 30 days to cure | — |
| Multiple | 2× base salary + 2× highest STI in past five years; plus unpaid salary, pro‑rata STI, accrued vacation; reduced to avoid 280G excise tax; benefits reduced after age 67, none beyond age 70 | — |
| Change‑in‑Control Definition | ≥20% beneficial ownership; majority board change; certain M&A where current holders <60% of surviving entity; liquidation/dissolution | — |
| Potential Payments – Salary | $498,796 | Lorenz |
| Potential Payments – Highest STI | $282,817 | Lorenz |
| Accrued Vacation (if eligible) | $28,777 | Lorenz |
| Pro‑Rata STI (year of termination) | $98,680 | Lorenz |
| Unvested 2021 LTI Plan Awards | $481,733 | Lorenz |
| Total Potential Payments | $1,390,803 | Lorenz |
| Clawback Policy | SEC/NYSE‑compliant recoupment of incentive compensation upon accounting restatement | — |
Retirement and Deferred Compensation
| Plan | Status | 2024 Details |
|---|---|---|
| Defined Benefit Pension (Retirement Plan) | Participant (hired prior to 2007); 37 years credited service; present value $1,429,570; qualifies for reduced benefits (early retirement framework) | Discount rate 5.57%–5.79%; benefits calculated on salary+STI, exclude LTI and nonqualified deferrals; annuity form |
| 2023 DCSERP (Deferred Compensation) | Company contributions allowed (no income continuation agreement); restoration 9.5% above limits; supplemental 6% of compensation; 5‑year vest on supplemental; distribution rules specified | Registrant contributions $31,665; aggregate earnings $13,588; aggregate balance $178,878 |
Compensation Governance and Benchmarking
- Say‑on‑Pay: 94% approval at 2024 Annual Meeting; 5‑year average also 94% .
- No stock options granted in 2024–2022 .
- Compensation Consultant: Willis Towers Watson engaged; peer group includes ALLETE, Avista, Chesapeake Utilities, Genie Energy, IDACORP, NorthWestern Energy Group, Northwest Natural Holding, Ormat Technologies, Otter Tail, Suburban Propane Partners, Sunnova Energy International, Unitil; no fixed percentile target used .
Investment Implications
- Pay‑for‑performance alignment: STI includes objective EPS/reliability/customer metrics (40%) plus board assessments (60%); LTI PSUs tie to EPS/ROE with relative TSR overlay; Lorenz’s 2024 long‑term awards equal 45% of base salary, consistent with NEO design .
- Retention risk: Double‑trigger change‑in‑control economics at 2× cash multiple and continued vesting provisions for LTI upon bona fide retirement mitigate voluntary departure risk; quantified CIC payout of ~$1.39M underscores retention value .
- Selling pressure/pledging risk: Anti‑pledging and anti‑hedging policies reduce misalignment risks; 2024 vesting was modest (PSUs 1,209; RSUs 691) with no options outstanding, limiting forced‑sale catalysts .
- Alignment: Ownership guideline of 1× salary for VPs, and Lorenz’s total “considered owned” shares of 5,170 supports alignment; beneficial ownership is <1% of class, typical for a midcap utility NEO structure .
- Execution track record: Company reliability leadership and capacity additions in 2024, alongside EPS/net income growth, indicate operational execution in areas under Energy Operations purview, supportive of incentive payouts and long‑term value creation .