Patricia Ackerman
About Patricia Ackerman
Independent director since 2024; age 64; Class II director with term expiring in 2027. Retired Senior Vice President, Investor Relations, Corporate Responsibility & Sustainability, and Treasurer at A. O. Smith (2018–2022). Former management representative to A. O. Smith’s Audit Committee and ESG advisor to the board; MBA from Marquette University. Skills identified by MGEE: Strategic Leadership/Governance, Financial Acumen, Customer/Community/Workforce, Environmental/Safety, and Legal/Regulated Industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A. O. Smith | Retired SVP, Investor Relations, Corporate Responsibility & Sustainability; Treasurer | 2018–2022 | Management representative for A. O. Smith’s Audit Committee; ESG advisor to the Board . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Red Cross – Southeast Wisconsin | Director; Governance Committee Chair | — | Governance Committee Chair . |
| Aurora Healthcare | Investment Policy Committee member | — | Investment Policy Committee . |
| Wisconsin Multiple Sclerosis Society | Finance Committee Member | — | Finance Committee . |
| University of Wisconsin School of Business | External Advisory Board member | — | Advisory Board . |
| Milwaukee Women, Inc. | Past Chair | — | Past Chair leadership role . |
Board Governance
- Independence: Board determined Ms. Ackerman is independent under Nasdaq standards and Company guidelines . Board notes no related person transactions requiring disclosure since the start of fiscal 2024 .
- Attendance and engagement: Board met 10 times in 2024; each director attended more than 75% of board and applicable committee meetings; all directors attended the prior year’s virtual annual meeting .
- Policies: Anti-pledging and anti-hedging policies apply to directors; overboarding policy; majority vote standard with resignation policy; retirement guideline at age 75 .
- Say-on-pay signal: 2024 advisory vote expressed strong approval of executive compensation programs (indicator of shareholder support) .
- Compensation committee advisor transition: Willis Towers Watson advised on 2024 compensation; FW Cook engaged beginning in 2025 .
Committee Memberships (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 5 . |
| Human Resources & Compensation | — | 6 . |
| Corporate Governance | — | 2 . |
| Executive | — | — . |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (nonemployee director) | 50,000 | Standard cash retainer . |
| Audit Committee Chair retainer | 12,500 | Additional cash retainer for Audit Chair . |
| Meeting fees | 1,500 | Per board or committee meeting attended . |
| Director educational activity fee | 1,500 | Per educational activity attended . |
| 2024 Fees Earned or Paid in Cash – P. Ackerman | 62,667 | Pro-rated for service beginning March 1, 2024 . |
| 2024 All Other Compensation – P. Ackerman | 3,000 | Includes amounts paid for director educational activities . |
Performance Compensation
| Equity Element | Grant Date | Grant Fair Value ($) | Units Granted | Vesting | Settlement | Change-of-Control | Outstanding Units at 12/31/2024 |
|---|---|---|---|---|---|---|---|
| Time-based RSUs (annual director grant) | March 2024 | 67,000 | 1,061 | 3-year cliff vesting; continued vesting on death, disability, or retirement | Issued/paid in Q1 2027 (stock or cash/stock mix) | Immediate vesting upon change of control | 1,061 . |
Directors receive time-based RSUs; no performance metrics (e.g., TSR, EBITDA) apply to director equity awards .
Other Directorships & Interlocks
| Company | Type | Role | Committee/Chair | Notes |
|---|---|---|---|---|
| — | Public company | — | — | No current public company directorships disclosed in MGEE’s 2025 proxy biography; disclosed roles are nonprofit/advisory . |
Expertise & Qualifications
- MBA, Marquette University; background in investor relations, financial management, corporate responsibility and sustainability .
- Skillsets cited by MGEE: Strategic Leadership/Governance, Financial Acumen, Customer/Community/Workforce, Environmental/Safety, Legal/Regulated Industry .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Beneficially owned common shares | March 3, 2025 | 0; <1% of class | Table shows “–” and “*” less than 1% for percent of class . |
| Restricted Stock Units counted toward director guideline | March 3, 2025 | 1,979 | RSUs count toward guideline; not considered beneficially owned under Rule 13d-3 . |
| Total shares considered owned under guideline | March 3, 2025 | 1,979 | Sum under Company’s ownership guideline methodology . |
| Ownership guideline (nonemployee directors) | Policy | 3× annual cash retainer; 3-year compliance window from election/adoption | Directors are expected to meet within three years; Ms. Ackerman is on track per Company statement . |
| Pledging/Hedging | Policy | Prohibited | Anti-pledging and anti-hedging policies apply to directors and executive officers . |
Governance Assessment
- Strengths: Independent Audit Committee Chair with investor relations, financial, and ESG expertise; board-level independence affirmed; no related person transactions requiring disclosure; strong shareholder support on say‑on‑pay; robust anti-pledging/hedging and ownership guidelines .
- Alignment: 2024 director compensation balanced between cash and time-based RSUs with three-year vesting; RSUs settle in Q1 2027; pro-rated equity/cash in first year of service; educational engagement evidenced by All Other Compensation .
- Watch items: Early tenure with zero beneficially owned shares as of March 3, 2025, though 1,979 RSUs count toward the 3× retainer guideline and Company states directors are on track to meet requirements within the 3-year window .
- Conflicts: Board reviewed independence and related person transactions; none requiring disclosure since the start of fiscal 2024, mitigating conflict risk .