Jared Bushek
About Jared J. Bushek
MGE Energy’s Vice President – Chief Financial Officer and Treasurer since March 1, 2023; previously Vice President – Finance, Chief Information Officer and Treasurer (2020–2023) and Assistant Vice President – Chief Information Officer (2015–2020). Age 44, with nine years of service as an officer across MGE Energy and Madison Gas and Electric . Under his tenure as CFO, 2024 performance metrics reflected strong earnings (Net Income $120.6M; EPS $3.33) and positive TSR (a $100 investment grew to $133 in 2024), with pay programs linked to EPS, ROE, relative TSR, customer satisfaction, and service reliability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGE Energy / Madison Gas and Electric | Vice President – CFO & Treasurer | 2023–present | Finance leadership, capital allocation, disclosure controls and SOX certifications |
| MGE Energy / Madison Gas and Electric | VP – Finance, CIO & Treasurer | 2020–2023 | Technology and finance integration; treasury oversight amid generation transition |
| MGE Energy / Madison Gas and Electric | Assistant VP – Chief Information Officer | 2015–2020 | Systems resilience and reliability support for top-decile outage metrics |
Fixed Compensation
Multi-year CFO compensation mix:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $307,787 | $347,519 | $386,819 |
| Stock Awards (RSUs/PSUs grant-date value) | $139,492 | $184,206 | $252,570 |
| Non-Equity Incentive (STI actual) | $161,532 | $208,584 | $277,223 |
| All Other Compensation | $229,761 | $76,358 | $95,370 |
| Total Compensation | $843,219 | $820,879 | $1,015,661 |
| Above-Market Deferred Comp Earnings (included in “Change in Pension Value & NQDC”) | $4,647 | $4,212 | $3,679 |
- Target bonus: 55% of base salary (2024 STI target) .
- 401(k) employer contributions: $32,775 (2024) .
- Deferred compensation (DCSERP) employer contributions (2024): $59,512 (restoration + supplemental) .
Performance Compensation
2024 Short-Term Incentive (STI) design and outcomes:
| Component | Weight | Target | Actual | Payout Basis |
|---|---|---|---|---|
| EPS | 20% | $3.19 | $3.33 | 24.4% of total incentive pool vs 20% target (reflects above-target performance) |
| Residential customer satisfaction (scale 1–5) | 5% | 4.40 | 4.63 | 6.9% of pool |
| Commercial customer satisfaction (scale 1–5) | 5% | 4.40 | 4.60 | 6.7% of pool |
| Electric reliability (SAIFI/SAIDI national survey, 2023) | 5% | Top quartile | Top decile | 7.5% of pool |
| Gas safety (response time/3rd-party damages, 2023) | 5% | Top quartile | Top decile | 7.5% of pool |
| Other Corporate Goals (strategic/operational) | 30% | 30% | 35% | Committee/Board assessment |
| Individual Performance | 30% | 30% | 30–38% (NEOs range) | Committee/Board assessment; CFO actual STI payout $277,223 |
2024 Long-Term Incentives (2021 LTI Plan):
| Instrument | Weight | Metrics | Targets/Mechanics | Vesting |
|---|---|---|---|---|
| PSUs | 50% of LTI | 50% average ROE; 50% cumulative EPS; plus market performance (relative TSR to EEI peers adds 0–50% of target units) | 0–200% payout curve; threshold 50%, target 100%, max 150% for ROE/EPS; TSR adds 0/25/50% at ≤50th/50–75th/≥75th percentile | Cliff vest Dec 31, 2026; settled in cash/stock at executive election |
| RSUs | 50% of LTI | Stock price + dividends | Time-based only | Cliff vest Dec 31, 2026; stock-settled |
- CFO 2024 grants: 1,854 PSUs (target) and 1,854 RSUs; grant-date fair values $135,416 (PSUs at $73.04) and $117,154 (RSUs at $63.19) .
- 2022 PSU cycle payout: 175% of target for all NEOs (ROE/EPS 150% + TSR 25%); CFO vested 1,521 PSUs ($150,541) and 869 RSUs ($86,009) in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 1,620 shares; <1% of class |
| Shares outstanding basis | 36,536,359 shares (record date March 21, 2025) |
| Ownership as % of shares outstanding | ~0.004% (1,620 ÷ 36,536,359), based on figures above |
| RSUs counted for guideline | 5,872 units (time-based, not beneficially owned under Rule 13d-3) |
| DCSERP notional “MGEE stock” counted for guideline | 3,126 notional shares |
| Total “shares considered” under guidelines | 10,618 (beneficial + RSUs + DCSERP notional) |
| Outstanding awards at 12/31/24 | 2023 RSUs: 1,151 ($108,148); 2023 PSUs: 2,302 ($216,296). 2024 RSUs: 1,854 ($174,202); 2024 PSUs: 3,708 ($348,404); market value assumes $93.96 close |
| Pledging/Hedging | Prohibited for directors and executive officers (no pledging; no hedging) |
| Ownership guideline | CFO must hold 1.5× annual base salary; “All NEOs have achieved, or are on track to achieve” by deadlines |
| Settlement elections | PSUs may be settled in cash, stock, or a combination at vest; RSUs are stock-settled |
Vesting schedule implications:
- 2023 grants vest Dec 31, 2025; 2024 grants vest Dec 31, 2026 (RSUs stock-settled; PSUs settle per election). Cash settlement elections for PSUs can reduce forced selling pressure; RSUs could create tax-related sale needs at vest .
Employment Terms
| Provision | CFO Terms |
|---|---|
| Severance Plan (non–change-in-control) | Two weeks of pay plus one week per year of service, capped at 24 years; excludes terminations for cause, disability, death, retirement, or voluntary resignation |
| Change-in-control definition | ≥20% stock acquisition; majority board change; certain mergers/asset transactions; liquidation/dissolution |
| Change-in-control severance (double trigger) | If terminated without cause or for “good reason” within 24 months post-CoC: 2× base salary + 2× highest STI in past five years; plus pro-rata current-year STI; 280G cutback to avoid excise tax; legal fee coverage if employee prevails; age-based reductions after 67; no benefits after 70 |
| Good reason definition | Material diminution of compensation, authority, duties/responsibilities, supervisor’s authority/duties, or budget; notice and cure required |
| Illustrative CFO CoC payout (as of 12/31/24) | Salary $670,008; STI $464,316; pro-rata STI $174,677; unvested LTI $847,049; total $2,156,050 |
| Clawback | SEC/NYSE-compliant recoupment of incentive comp upon an accounting restatement |
| Deferred compensation elections | May defer up to 50% base salary and 90% STI into market-based notional investments (incl. notional MGEE stock); company restoration and supplemental contributions; five-year vest on supplemental, accelerated at death/disability/CoC |
| 2024 DCSERP activity | Employee contrib. $45,452; registrant contrib. $59,512; earnings $97,835; YE balance $575,764 |
Compensation Structure Analysis
- Mix shifts and at-risk pay: CFO target STI increased to 55% of salary in 2024 (from 2023), and LTI equals 65% of salary, preserving high variable pay tied to EPS/ROE/TSR and stock price .
- Performance rigor: Objective STI metrics exceeded target (53% pool vs 40% target) driven by EPS and top-decile reliability; corporate/individual components modestly above target (35% and 30–38%) .
- PSU outcomes: 2022 cycle paid at 175% (150% on ROE/EPS plus 25% TSR adder), signaling robust multi-year execution against shareholder value metrics .
Governance, Peer Benchmarking, and Shareholder Feedback
- HR & Compensation Committee oversight with independent consultants (Willis Towers Watson for 2024; FW Cook engaged for 2025); peer group includes ALLETE, Avista, IDACORP, NorthWestern Energy Group, Ormat, Otter Tail, Unitil, NW Natural, Chesapeake Utilities, Genie Energy, Suburban Propane Partners, Sunnova .
- No fixed percentile targeting; committee balances market data with internal equity and performance .
- Say-on-pay support ~94% in 2024 and five-year average ~94%, prompting continuity of design .
Performance & Track Record
- 2024 outcomes: EPS $3.33; Net Income $120.6M; TSR of $100→$133 for MGEE, with peer TSR ~$127; dividend increases for 49 consecutive years and strong credit ratings highlighted in proxy overview .
- Operational excellence: Top-decile electric reliability and gas safety metrics (2023 survey basis), underpinning STI results and utility resilience .
Investment Implications
- Alignment: High at-risk mix (STI+LTI) with EPS/ROE/TSR, and strict anti-pledging/hedging policies align CFO incentives with shareholder outcomes .
- Near-term selling pressure: RSUs vest year-end 2025 and 2026; PSUs allow cash settlement at election, potentially mitigating sales. Monitor Form 4s around vest dates for tax-driven dispositions .
- Retention/transition risk: Double-trigger CoC severance (2× salary+bonus) and multi-year LTI cliff vesting support retention; DCSERP contributions and ownership guidelines further anchor alignment .
- Pay-for-performance credibility: Above-target STI and 175% PSU payout reflect consistent delivery on financial and reliability metrics; strong say-on-pay affirmation reduces governance overhang .
Note: Education, non-compete specifics, and external directorships for Mr. Bushek were not disclosed in the cited filings.