Marcia Anderson
About Marcia M. Anderson
Marcia M. Anderson (age 67) is an independent director of MGE Energy (MGEE) who has served since 2018 and is currently a Class II director with a term expiring in 2027; she is the owner of Elan Solutions, LLC (since 2020), former Clerk of Court of the U.S. Bankruptcy Court (W.D. Wis.) until 2019, and a retired U.S. Army Major General (retired May 2016). She holds a J.D. from Rutgers University School of Law and a Master of Strategic Studies from the U.S. Army War College, and brings governance, legal/regulatory, operations, environmental/safety, and leadership expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bankruptcy Court – Western District of Wisconsin | Clerk of Court | Until retirement in 2019 | Court administration; legal/regulatory oversight |
| U.S. Army | Major General | Retired May 2016 | Senior leadership; strategic planning; operations |
| General Public Utilities Corporation | Early career roles | Not disclosed | Exposure to public utility operations |
| Elan Solutions, LLC | Owner (consulting: human capital, strategic planning) | 2020–present | Advises organizations on strategy and human capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Green Bay Packers | Director | Not disclosed | Public board experience; governance insights |
| Nicolet National Bank | Director | Not disclosed | Financial services board experience |
Board Governance
- Independence: The board determined Anderson is independent under Nasdaq standards and MGEE’s Corporate Governance Guidelines; only Keebler and Wolter are non-independent.
- Committee assignments and chair roles (2024): Human Resources & Compensation Committee – Chair; not listed on Audit, Corporate Governance, or Executive Committees.
- Committee meeting cadence (2024): Audit (5), Human Resources & Compensation (6), Corporate Governance (2), Executive (no meetings).
- Attendance: The board met 10 times in 2024; each director attended >75% of board and committee meetings on which they served. All directors attended the 2024 Annual Meeting (virtual).
- HRCC leadership and remit: As HRCC Chair, Anderson oversees executive pay design, reviews performance, succession planning, clawbacks, and stock ownership policies; committee members meet Nasdaq independence standards and HRCC has authority to retain independent consultants.
- Compensation consultants: Willis Towers Watson advised HRCC for 2024 decisions; FW Cook engaged beginning in 2025.
- Say‑on‑Pay: The 2024 shareholder advisory vote expressed strong approval of MGEE’s executive compensation program (qualitative disclosure).
Fixed Compensation (Non‑Employee Director Pay)
| Metric | 2024 Amount | Source/Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Policy for non‑employee directors |
| Committee chair fee – Audit | $12,500 | Chair premium schedule |
| Committee chair fee – HR & Compensation | $10,000 | Chair premium schedule |
| Lead Independent Director (also Gov. Chair) | $12,500 | Chair premium schedule |
| Meeting/education fees | $1,500 per board or committee meeting; $1,500 per director education activity | Applies to meetings attended |
| Marcia M. Anderson – Fees Earned (Cash) | $93,000 | 2024 Director Compensation table |
| Marcia M. Anderson – All Other Compensation | $0 | 2024 Director Compensation table |
| Marcia M. Anderson – Total Cash + Other | $93,000 | 2024 Director Compensation table |
Performance Compensation (Director Equity)
| Element | Details | Source/Notes |
|---|---|---|
| Annual equity grant (2024) | Restricted (time‑based) units | Non‑employee director program |
| Grant timing | March 2024 | Program description |
| Grant date fair value (2024) | $80,000 | Pro‑rated for new directors; Anderson received $80,000 |
| Vesting | 3‑year vesting; continued vesting upon death, disability, or retirement | |
| Change of control | Immediate vesting | |
| Settlement | Stock or combination of cash and stock; issuance/ payment expected in 1Q27 for March 2024 awards | |
| Units outstanding at 12/31/2024 (per director) | 3,103 units in aggregate (for directors with three awards outstanding) | As of year‑end 2024 |
| RSUs counted under ownership guidelines (3/3/2025) | 3,329 units (Anderson) | Beneficial ownership table as of 3/3/2025 |
Note: MGEE does not use performance‑conditioned equity for directors; director equity is time‑based RSUs (no options or PSUs disclosed for directors).
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Related‑Party Note |
|---|---|---|---|
| Green Bay Packers | Sports organization | Director | No MGEE related‑person transactions requiring disclosure since start of FY2024. |
| Nicolet National Bank | Financial institution | Director | No MGEE related‑person transactions requiring disclosure since start of FY2024. |
Expertise & Qualifications
- Education: J.D. (Rutgers University School of Law); Master of Strategic Studies (U.S. Army War College).
- Core skills identified by MGEE: Strategic Leadership/Governance; Financial Acumen; Customer/Community/Workforce; Legal/Regulated Industry; Operations; Environmental/Safety.
- Background highlights: Retired U.S. Army Major General; former federal court administrator; public utility operations exposure; governance experience via external boards.
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | RSUs (counted for ownership guideline) | Total “Considered Owned” Under Guideline | As‑of Date |
|---|---|---|---|---|---|
| Marcia M. Anderson | 1,676 | <1% | 3,329 | 5,005 | March 3, 2025 |
- Director ownership guideline: 3× annual cash retainer (excluding lead director and chair retainers); directors expected to achieve within three years; all directors have achieved or are on track.
- Anti‑pledging and anti‑hedging: Directors are prohibited from pledging MGEE shares or engaging in hedging transactions.
Governance Assessment
- Board effectiveness signal: Anderson chairs the fully independent HR & Compensation Committee, which oversees pay design, succession, clawbacks, and stock ownership policies—key levers for alignment and risk control.
- Independence and engagement: Classified independent under Nasdaq and MGEE guidelines; HRCC, Audit, and Governance committees are 100% independent; board and committee attendance exceeded 75% for all directors in 2024.
- Pay alignment structure (executive program oversight): STI design balances 40% objective targets with 60% qualitative assessments (corporate and individual), enabling responsiveness to long‑term strategy; HRCC used Willis Towers Watson in 2024 and engaged FW Cook starting 2025.
- Director pay and alignment: 2024 director comp comprised cash fees and time‑based RSUs with 3‑year vesting; Anderson received $93,000 cash and $80,000 equity, with ownership guidelines in place (3× retainer) and progress to compliance disclosed.
- Related‑party and conflict screening: Audit Committee reviews related‑person transactions; none requiring disclosure since the beginning of FY2024—no identified conflicts related to Anderson’s external positions.
- Shareholder responsiveness: 2024 say‑on‑pay vote showed “strong approval,” and the HRCC did not change basic policies—indicates broad investor support for the current pay framework overseen by Anderson.
RED FLAGS
- None disclosed in proxy: No related‑person transactions requiring disclosure (FY2024 onward); anti‑pledging/hedging policies in force for directors. Continue to monitor for any business ties with entities where Anderson serves (e.g., Nicolet National Bank, Green Bay Packers), though none were disclosed.