Londa Dewey
About Londa J. Dewey
Independent director of MGE Energy since 2008; age 64. Chief Executive Officer of QTI Management Services, Inc. (human resources and staffing) since 2007; previously served at U.S. Bank from 1982 to 2007, including as President of the Private Client Group and Market President. Board skills identified include strategic leadership/governance, financial acumen, customer/community/workforce, legal/regulated industry, and environmental/safety. Class I director with term expiring in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QTI Management Services, Inc. | Chief Executive Officer | 2007–present | Strategic leadership, governance experience |
| U.S. Bank | President, Private Client Group; Market President | 1982–2007 (Officer 1985–2007) | Financial services leadership; market oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Family Insurance | Director | Not disclosed | Board service; insurance industry oversight |
| Northwestern Mutual Life – Wealth Management Company | Director | Not disclosed | Board service; financial sector exposure |
| Puelicher Center (UW School of Business) | Director/Board role | Not disclosed | Academic center governance |
| Meriter Health Services & Meriter Hospital | Past Board Chair | Not disclosed | Health system governance |
| Wausau Paper Inc. | Past Director | Not disclosed | Manufacturing/industrial oversight |
| Edgewood College | Past Board Chair | Not disclosed | Academic institution governance |
| University of Wisconsin Family Business Center | Past Director | Not disclosed | Family business governance insights |
| United Way of Dane County & Foundation | Past Board Chair | Not disclosed | Community engagement leadership |
| Greater Madison Chamber of Commerce | Past Board Chair | Not disclosed | Regional business community leadership |
Board Governance
- Committee assignments: Executive Committee member; no Audit, HRC (Compensation), or Corporate Governance committee roles; not a committee chair. Meetings in 2024: Audit (5), HRC (6), Executive (—), Corporate Governance (2).
- Independence: Board determined Dewey is independent under Nasdaq standards and company guidelines.
- Attendance: Board met 10 times in 2024; each director attended >75% of board and committee meetings. All directors attended last year’s Annual Meeting.
- Lead Independent Director governance: Executive sessions and Corporate Governance Committee oversight led by LID (not Dewey).
- Board practices and accountability include anti-pledging, anti-hedging, stock ownership guidelines, overboarding policy, annual self-assessments, and majority vote standard. Detailed no-pledging and no-hedging policies affirmed.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $50,000 | Standard retainer for nonemployee directors |
| Meeting fees (cash) | $1,500 per board/committee meeting; educational activities $1,500 | Volume-driven; exact count not disclosed |
| Committee chair fees | Audit Chair $12,500; HRC Chair $10,000; Lead Independent Director/CG Chair $12,500 | Dewey did not hold chair roles in 2024 |
| Fees earned or paid in cash (Dewey) | $84,500 | Includes retainer, meetings, any eligible fees |
| All other compensation (Dewey) | $0 | No perquisites disclosed for directors |
Performance Compensation
| Equity Instrument | Grant Date | Grant Value | Units/Status | Vesting / Settlement Terms |
|---|---|---|---|---|
| Time-based RSUs (2024 annual grant) | March 2024 | $80,000 | Pro rata only for directors joining in 2024; Dewey received full annual equity grant | 3-year cliff vest; continued vesting on death, disability, or retirement; immediate vest on change of control; settle in stock or stock/cash combo in Q1 2027 |
| RSUs outstanding at 12/31/2024 (director-level) | Multiple cycles | Notional | 3,103 units total outstanding per continuing director (three awards) | Time-based vesting across cycles; settlement schedule as above |
Note: Nonemployee director equity awards are time-based RSUs without performance metrics; MGEE’s PSU metrics apply to executives, not directors.
Other Directorships & Interlocks
- Current roles span insurance (American Family Insurance; Northwestern Mutual Life Wealth Management Company) and academia (Puelicher Center). Past roles include a public company (Wausau Paper Inc.) and multiple community institutions.
- Potential interlocks/conflicts: Board independence assessment explicitly considered local utility service relationships and charitable affiliations; thresholds for concern not met. No related person transactions requiring disclosure since the start of fiscal 2024.
- Anti-pledging and anti-hedging rules apply to directors, reducing alignment risk from collateralization or hedging.
Expertise & Qualifications
- Board skills: strategic leadership/governance; financial acumen; customer/community/workforce; legal/regulated industry; environmental/safety.
- CEO experience (QTI) and senior banking roles at U.S. Bank underscore finance and leadership credentials.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 5,589 |
| RSUs counted for ownership guidelines | 3,329 |
| Total shares counted for ownership guidelines | 8,918 |
| Ownership as % of outstanding shares | ~0.015% (5,589 / 36,536,359) |
| Stock ownership guideline | 3x annual cash retainer; Qualifying shares include outright stock and RSUs; all directors achieved or are on track. |
| Anti-pledging/hedging status | Company prohibits pledging and hedging by directors. |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Securities Transacted | Post-Transaction Ownership | Security | Source (SEC) |
|---|---|---|---|---|---|---|
| 2025-03-03 | 2025-03-04 | A (RSU award) | 918 | 918 (RSUs) | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/1161728/000095017025032173/0000950170-25-032173-index.htm |
| 2024-12-31 | 2025-01-03 | M-Exempt (RSU settle to common) | 692 | 5,762 (common) | Common Stock | https://www.sec.gov/Archives/edgar/data/1161728/000095017025001459/0000950170-25-001459-index.htm |
| 2024-12-31 | 2025-01-03 | D (return to issuer) | 173 | 5,589 (common) | Common Stock | https://www.sec.gov/Archives/edgar/data/1161728/000095017025001459/0000950170-25-001459-index.htm |
| 2024-12-31 | 2025-01-03 | M-Exempt (RSU disposition) | 692 | 0 (RSUs for that cycle) | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/1161728/000095017025001459/0000950170-25-001459-index.htm |
| 2024-03-01 | 2024-03-04 | A (RSU award) | 1,267 | 1,267 (RSUs) | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/1161728/000095017024024732/0000950170-24-024732-index.htm |
Pattern: Annual time-based RSU grants and year-end RSU vesting/settlement; no open market purchases/sales observed in 2023–2025 records returned. [ReadFile: /tmp/insider_trades_20251120_015258.json]
Governance Assessment
- Committee impact: Dewey’s Executive Committee role supports board continuity but limits direct involvement in audit/compensation oversight; however, key board committees are fully independent and chaired by other independent directors.
- Independence and conflicts: Board affirmatively determined independence; no related-person transactions requiring disclosure; anti-pledging/hedging mitigates misalignment risk.
- Engagement and attendance: >75% meeting attendance with full Annual Meeting participation indicates engagement; board conducts regular strategic, risk, and ESG oversight.
- Ownership alignment: Dewey’s 8,918 shares counted under guidelines and ongoing RSU participation indicate alignment; director ownership guidelines at 3x retainer are being met or on track.
- Director pay mix: 2024 compensation was roughly balanced (cash $84,500; equity $80,000), with equity vesting over three years; no options or performance-tied director awards, consistent with utility peer practice and stability focus.
Red Flags: None disclosed related to attendance shortfalls, pledging/hedging, related-party transactions, or unusual director pay practices. The absence of audit/compensation committee membership reduces direct leverage over those domains but is offset by fully independent committee structures and chairs.