Jim Possin
About James L. “Jim” Possin
Independent director at MGE Energy since 2009; Lead Independent Director since May 2024. Age 73. Certified Public Accountant with a BBA in accounting and a J.D., both from the University of Wisconsin–Madison. Background includes partnership at Grant Thornton LLP and a decade as a self‑employed tax consultant, bringing deep financial reporting, tax, and audit committee expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Partner (tax and financial advisory) | Through 2007 (start not disclosed) | Advised on tax/financial matters; audit committee experience |
| James L. Possin CPA LLC | Self‑employed tax consultant | 2008–2018 | Tax and financial advisory to clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oakwood Lutheran Homes Association, Inc. | Member, Audit, Finance and Insurance Council (past) | Not disclosed | Oversight exposure to audit/finance/insurance topics |
Board Governance
- Independence and leadership: Independent under Nasdaq standards; Lead Independent Director since May 2024. As LID, empowered to call and chair executive sessions, set board information flow with the Chair/CEO, and chair the Corporate Governance Committee, providing strong independent oversight .
- Committee assignments (2024): Audit Committee (member); Corporate Governance Committee (Chair); Executive Committee (Chair). Executive Committee had no meetings in 2024; Audit met 5x; Human Resources & Compensation 6x; Governance 2x; ten full board meetings occurred .
- Attendance and engagement: Each director attended >75% of board and committee meetings; all directors attended the 2024 virtual Annual Meeting, indicating active engagement .
- Risk oversight: Board conducts biannual risk assessments and a biennial comprehensive risk exercise with officers, including cybersecurity, operational, financial, regulatory, and ESG risks; LID helps facilitate these oversight processes .
- Governance safeguards: Anti‑pledging and anti‑hedging policies for directors/officers; stock ownership guidelines; majority vote/resignation policy; fully independent key committees (Audit, Governance, HRC) .
Fixed Compensation (Director)
| Year | Annual Retainer (Policy) | Meeting Fees (Policy) | Chair/LID Fees (Policy) | Cash Actually Paid | All Other Comp | Notes |
|---|---|---|---|---|---|---|
| 2024 | $50,000 per nonemployee director | $1,500 per board/committee meeting; $1,500 per director education | $12,500 LID (also Gov. Chair); $12,500 Audit Chair; $10,000 HRC Chair | $95,628 (Possin) | $1,500 (education) | Executive Committee took no actions in 2024; mix of retainer, meetings, LID/chair fees |
- 2024 total compensation for Possin: $177,128, comprised of $95,628 cash, $80,000 stock awards, $1,500 other compensation (approx. 54% cash / 46% equity) .
Performance Compensation (Director Equity)
| Grant Year | Instrument | Grant Date Fair Value | Vesting / Settlement | Outstanding Units at 12/31/24 | Notes |
|---|---|---|---|---|---|
| 2024 | Time‑based RSUs | $80,000 | 3‑year cliff; settle in stock or combo cash/stock in Q1 2027 | Directors generally had three outstanding awards totaling 3,103 units in aggregate (new 2024 appointees had 1,061) | Director equity grants are time‑based RSUs; no options granted in 2024 |
No director performance‑conditioned awards are disclosed; equity is time‑based RSUs (no options), aligning directors with shareholder outcomes via share price/dividends without formulaic metrics .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock / Relationship |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in MGEE proxy |
Expertise & Qualifications
- Financial/accounting: CPA; extensive public accounting and corporate reporting expertise; brings “audit committee financial expert” caliber skills to board discussions .
- Legal/regulatory: J.D.; experience across legal and regulated utility context .
- Governance/leadership: Long‑tenured independent director since 2009; Lead Independent Director since 2024; chairs Corporate Governance and Executive Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs (time‑based) | Total Counted for Ownership Guideline | Ownership Guidelines / Pledging |
|---|---|---|---|---|---|
| James L. Possin | 4,751 | <1% | 3,329 | 8,080 | Directors must hold ≥3x annual cash retainer within 3 years (Jan 1, 2023 adoption). All directors have achieved or are on track. Company prohibits pledging and hedging by directors/officers . |
Insider Trades (selected)
| Date | Type | Security | Amount/Price | Post‑Txn Holdings | Source |
|---|---|---|---|---|---|
| 03/01/2022 | Open market purchase (P) | MGEE common | 400 @ $70.05 | 1,200 direct; plus 910.0026 (401k indirect); 1,312 (IRA indirect) |
Section 16(a) compliance: Company reports all required director filings were timely and correct for 2024 .
Governance Assessment
- Strengths
- Independent leadership and oversight: LID since 2024; chairs Governance and Executive; member of Audit—high influence on board structure, refreshment, and oversight rigor .
- Engagement and process: >75% attendance; ten board meetings; structured risk oversight; active strategy sessions with management and external experts .
- Alignment and safeguards: Time‑based RSUs; ownership guidelines met/on track; anti‑pledging/anti‑hedging; no related‑party transactions requiring disclosure .
- Investor support context: Say‑on‑pay approval ~94% in 2024, indicating broad shareholder confidence in pay/governance programs (contextual to overall program) .
- Watch items / potential risks
- Tenure/retirement horizon: Age 73 with retirement guideline at 75 unless board requests to remain—succession planning for LID/committee leadership should remain a focus .
- Ownership size: Beneficial ownership <1% (typical for utility boards), partially offset by RSU alignment and ownership guidelines .
Overall read‑through: Possin’s profile signals credible, independent board leadership with deep financial oversight experience, robust committee responsibilities, and clear alignment mechanisms, with limited conflict risk and strong procedural governance under current disclosures .