Jeff Keebler
About Jeff Keebler
Jeffrey M. Keebler (age 53) is Chairman, President and CEO of MGE Energy and Madison Gas and Electric; he became CEO/President on March 1, 2017, Chairman on October 1, 2018, and has served as a director since 2017; he holds an MBA and has been with MGE since 1995 . Company performance under his tenure shows steady fundamentals: EPS rose from $2.60 (2020) to $3.33 (2024), net income increased from $92.4M (2020) to $120.6M (2024), and MGE’s TSR index value reached 133 in 2024 (vs. 91 in 2020), while the EEI peer index stood at 127 in 2024 . In 2024 the board highlighted continued dividend increases, top credit ratings, and strong reliability as strategic achievements .
Performance context (Pay vs Performance disclosure):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| EPS ($) | 2.60 | 2.92 | 3.07 | 3.25 | 3.33 |
| Net Income ($) | 92,418,000 | 105,761,000 | 110,952,000 | 117,699,000 | 120,569,000 |
| MGE TSR (Index, $100 base) | 91 | 109 | 95 | 100 | 133 |
| EEI Peer TSR (Index, $100 base) | 99 | 116 | 117 | 107 | 127 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGE Energy / Madison Gas and Electric | Chairman | Oct 1, 2018–present | Board leadership in a complex, regulated utility; combined CEO/Chair role with strong Lead Independent Director oversight . |
| MGE Energy / Madison Gas and Electric | President & CEO | Mar 1, 2017–present | Oversight of strategy, decarbonization investments, and reliability initiatives . |
| Madison Gas and Electric | SVP – Energy Supply & Planning | Jul 2015–Feb 2017 | Led generation supply planning amid renewable transition . |
| Madison Gas and Electric | Assistant VP – Energy Supply & Customer Service | Jan 2012–Jul 2015 | Customer-facing operations and supply management . |
| Madison Gas and Electric | Various roles | Since 1995 | Nearly three decades of regulated utility experience . |
External Roles
| Organization | Role |
|---|---|
| ATC Management Inc. | Director |
| ATC Development Manager Inc. | Director |
| University of Wisconsin Research Park | Director |
| United Way of Dane County | Director |
Fixed Compensation
Multi-year compensation summary (CEO):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 671,666 | 710,710 | 758,272 |
| Stock Awards (grant-date fair value) | 504,032 | 546,536 | 703,219 |
| Non-Equity Incentive (STI paid) | 474,849 | 559,337 | 634,725 |
| Change in Pension Value | 19,170 | 740,314 | 14,170 |
| All Other Compensation | 9,150 | 9,900 | 15,745 |
| Total | 1,678,867 | 2,566,797 | 2,126,131 |
Additional fixed pay details:
- 2025 base salary set at $775,000 .
- All Other Compensation in 2024 includes 401(k) contribution $10,350 and supplemental disability premium $5,395 .
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcome
Target bonus opportunity (2024): CEO = 65% of base salary; payout capped at 150% of target . Component weights: 40% metric-specific, 30% other corporate goals (subjective), 30% individual (subjective) . Actual CEO STI payout was 126% of target for 2024 .
| Metric | Weight at Target | Threshold | Target | Max | Actual Performance | Actual Payout Weight |
|---|---|---|---|---|---|---|
| EPS | 20% | $2.87 | $3.19 | $3.51 | $3.33 | 24.4% |
| Residential customer satisfaction | 5% | 4.10 | 4.40 | 4.70 | 4.63 | 6.9% |
| Commercial customer satisfaction | 5% | 4.10 | 4.40 | 4.70 | 4.60 | 6.7% |
| Electric reliability (avg of SAIFI & SAIDI) | 5% | Top half | Top quartile | Top decile | Top decile | 7.5% |
| Gas safety measures | 5% | Top half | Top quartile | Top decile | Top decile | 7.5% |
| Subtotal metric-specific | 40% | — | — | — | — | 53.0% |
| Other corporate goals (subjective) | 30% | — | 30% | — | — | 35% |
| Individual performance (CEO) | 30% | — | 30% | — | — | 38% |
| Total payout vs target | — | — | 100% | — | — | 126% |
STI payments for the CEO appear in the Summary Compensation Table: $634,725 (2024), $559,337 (2023), $474,849 (2022) .
Long-Term Incentive (LTI) – 2024 Grants and Structure
- Plan: 2021 LTI Plan; awards = 50% PSUs (performance) and 50% RSUs (time-based) .
- Performance metrics (PSUs): 50% average ROE, 50% cumulative EPS, plus a relative TSR market modifier (0%–50%); 2024–2026 performance period; 0%–200% payout curve; threshold vesting 50%; cliff vest on Dec 31, 2026; PSUs may be settled in cash, stock, or both at settlement election; RSUs stock-settled, cliff-vest Dec 31, 2026 .
- 2024 grant sizing: CEO LTI grant value targeted at 90% of base salary; board approval Feb 16, 2024; grant date Mar 1, 2024 .
- 2024 grant details (Keebler): 5,162 target PSUs (threshold 2,581; max 10,324) with grant-date fair value $377,032 and 5,162 RSUs with grant-date fair value $326,187 .
Outstanding equity awards at 12/31/2024 (Keebler):
| Grant Year | RSUs Unvested (#) | RSUs Value ($) | PSUs Unearned (#) | PSUs Value ($) |
|---|---|---|---|---|
| 2023 | 3,415 | 320,873 | 6,830 | 641,747 |
| 2024 | 5,162 | 485,022 | 10,324 | 970,043 |
2024 vesting realized (Keebler):
| Award | Shares/Units Vested | Value Realized ($) |
|---|---|---|
| PSUs (2022 grant) | 5,495 | 543,868 |
| RSUs (2022 grant) | 3,140 | 310,782 |
Notes and mechanics:
- No stock options were granted in 2022–2024 .
- 2022 PSUs vested at 175% of target; PSU/RSU values reflect stock price on vesting plus accumulated dividends per plan .
- Awards accelerate 100% upon a change in control; continued vesting upon bona fide retirement (subject to age/service conditions) .
Pay-versus-Performance linkage
- The company identifies EPS as the most important financial measure linking “Compensation Actually Paid” to performance; non-financial measures include customer satisfaction and service reliability .
- Committee did not consider PvP disclosures in 2024 pay decisions; say-on-pay support ~94% in 2024 and five-year average 94% .
Equity Ownership & Alignment
Beneficial ownership and guideline status:
| Holder | Shares Beneficially Owned | % of Class | RSUs Counted for Guideline | 2023 DC SERP Notional Shares | Total “Guideline” Shares |
|---|---|---|---|---|---|
| Jeffrey M. Keebler | 6,593 | <1% | 15,484 | 2,837 | 24,914 |
- CEO stock ownership guideline = 3x base salary; all NEOs have achieved or are on track to achieve their ownership requirement; “qualifying shares” include owned shares, vested/unvested RSUs, and DCSERP notional stock; unearned PSUs do not count .
- Anti-pledging and anti-hedging policies prohibit pledging shares or engaging in hedging transactions by directors and executive officers .
- Director-employees receive no separate director fees; only nonemployee directors are paid retainers/equity .
Vested vs. unvested (Keebler, as of 12/31/2024):
- Unvested RSUs: 8,577 (2023+2024); unearned PSUs: 17,154 (2023+2024) .
- 2024 vested awards from 2022 grants: 5,495 PSUs; 3,140 RSUs .
Employment Terms
Severance and change-in-control (CIC):
- Keebler’s severance agreement (double-trigger): if employment terminates without cause or for “good reason” within 24 months post-CIC → cash severance = 2x (base salary + highest STI in last five years) plus unpaid salary, accrued vacation (if eligible), and pro-rata STI; amounts are reduced to avoid 280G excise tax; severance payable at six months post-separation .
- Agreements auto-renew: 3-year fixed term that automatically extends 1 year; if CIC occurs with <24 months remaining, term extends to 24 months post-CIC .
- CIC definition includes 20% beneficial ownership, board majority change, certain mergers/asset transactions, or liquidation/dissolution .
- LTI treatment: 100% vesting on CIC; continued vesting upon bona fide retirement per plan terms .
Estimated benefits upon hypothetical CIC termination (as of 12/31/2024):
| Component | Keebler ($) |
|---|---|
| Salary multiple | 1,550,000 |
| STI multiple | 1,269,450 |
| Pro-rata STI (year of termination) | 559,337 |
| Unvested 2021 LTI Plan awards | 2,417,685 |
| Total | 5,796,472 |
Retirement and deferred compensation:
- Pension (present value, 12/31/2024): Retirement Plan $1,019,588; Income Continuation Agreement $2,825,072; credited service 30 years .
- Income Continuation Agreement benefit range (Keebler): 44% of highest average earnings at age 53, up to 65% at age 65, offset by Retirement Plan; paid as 10-year certain and life annuity; trust funding required upon potential/actual CIC .
- Nonqualified deferral balances (12/31/2024): Deferred Compensation Plan $799,407; 2023 DCSERP $583,074; 2024 executive contributions to DCSERP $340,666; 2024 earnings: $53,992 (Deferred Plan), $81,633 (DCSERP) .
Other terms:
- General Severance Plan for non-CIC separations: two weeks’ pay plus one week per year of service, capped at 24 years; no benefit for termination due to cause, disability, death, or retirement .
- Clawback policy adopted per SEC/NYSE rules for incentive compensation upon an accounting restatement .
- No related person transactions requiring disclosure for 2024 .
Board Governance (director service, roles, independence)
- Board structure: 10 directors; 8 independent; committees (Audit; Corporate Governance; Human Resources & Compensation) are 100% independent .
- Keebler is not independent; serves as Chairman and CEO and sits on the Executive Committee; the board uses a Lead Independent Director (James L. Possin) to mitigate combined Chair/CEO structure; LID chairs executive sessions and the Corporate Governance Committee and can call meetings .
- Keebler’s board class and term: Class II – term expiring in 2027; director since 2017 .
- Board/committee meetings in 2024: Board met 10 times; committee meetings (Audit 5; HR & Compensation 6; Corporate Governance 2 via Executive entries); all directors attended >75% of meetings .
Board service snapshot (Keebler):
- Committee membership: Executive Committee member (not a chair) .
- Employee director compensation: none; employee directors do not receive director fees .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~94% support at 2024 annual meeting; five-year average support ~94% .
- Engagement: ongoing IR and governance outreach with institutions, analysts, proxy advisors; feedback shared with the board .
Compensation Structure Analysis
- Mix and risk: Significant portion of CEO pay at risk via STI and PSUs/RSUs; no stock options granted in 2022–2024 (lower levered risk vs options) .
- STI construct balances financial (EPS) and stakeholder/operational metrics (customer satisfaction, reliability) with subjective components; 2024 CEO STI paid at 126% of target on strong EPS and reliability results .
- LTI metrics (EPS, ROE, relative TSR) provide multi-year alignment; 2022 PSUs vested at 175% of target, reflecting outperformance vs targets in that cycle .
- Pension/SERP and DCSERP balances represent meaningful deferred/retirement value, creating “golden handcuffs” that aid retention .
- Policies reduce risk and agency conflicts: clawback, no pledging, no hedging; independent committees and LID oversight mitigate CEO/Chair dual-role concerns .
Investment Implications
- Alignment: Heavy use of performance-based PSUs tied to EPS/ROE and a TSR modifier, plus STI anchored to EPS and service metrics, indicate solid pay-for-performance design; 2024 STI at 126% of target and 2022 PSU vesting at 175% corroborate execution against goals .
- Retention and overhang: Material unvested RSUs (8,577) and PSUs (17,154) plus SERP and deferral balances create strong retention incentives; PSUs settle in cash, stock, or both at election, moderating forced share sales and potential selling pressure at vesting .
- Governance risk: Combined CEO/Chair is offset by an empowered Lead Independent Director and fully independent key committees; anti-pledging/hedging and a compliant clawback policy further reduce governance red flags .
- CIC economics: Double-trigger protection at 2x salary+bonus and full LTI vesting would be manageable at ~$5.8M under the disclosed scenario; 280G cutback avoids excise-tax gross-ups (shareholder-friendly) .
- Shareholder sentiment: Sustained ~94% say-on-pay support and active engagement suggest low near-term compensation controversy risk .
Board service note: Keebler’s dual role (CEO + Chairman) is common in utilities but raises independence optics; MGE’s structure (Lead Independent Director, independent committees, majority-independent board) and attendance/refreshment mitigate concerns .