Denise M. Wilson
About Denise M. Wilson
Independent director since November 2019 (Class II); age 65 as of the 2025 proxy. Former Executive Vice President and President, Alternative Energy Businesses at NRG Energy; previously EVP & Chief Administrative Officer at NRG, and senior HR roles at Nash-Finch, Metris Companies, and GE ITS. Holds a Master’s in Industrial Relations from the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NRG Energy, Inc. | EVP & President, Alternative Energy Businesses | Jul 2011 – Jan 2016 | Led cleantech ventures/businesses |
| NRG Energy, Inc. | EVP & Chief Administrative Officer | Sep 2008 – Jul 2011 | Corporate administration leadership |
| Nash-Finch Company | EVP, Human Resources | Pre-Sep 2008 | HR leadership at national food distributor |
| Metris Companies Inc. | Vice President, Human Resources | Prior to NRG | HR executive |
| GE ITS | Director, Human Resources | Prior to NRG | HR leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed for Wilson |
Board Governance
- Independence: Board determined Wilson is independent per Nasdaq rules .
- Committee leadership and memberships (current): Chair, Compensation & Human Capital; Member, Governance & Sustainability .
- Prior board role: Served as Lead Independent Director in 2024 .
- Attendance: Each director attended ≥90% of Board/committee meetings in FY2025; ≥75% in FY2024 .
- Executive sessions: Independent directors met in executive session at all regularly scheduled Board and committee meetings (FY2025 and FY2024) .
- Board leadership: Robert C. Flexon is Chair (separate from CEO) .
Fixed Compensation
| Component | FY2025 Amount | FY2024 Amount | Notes |
|---|---|---|---|
| Annual base retainer (cash) | $75,000 | $35,000 | 2024 director policy increased base to $75k; FY2025 paid quarterly in cash |
| Committee chair fee (Compensation) | $15,000 | $15,000 | Compensation Committee Chair |
| Committee membership fee (Governance) | $6,000 | $5,000 | Governance & Sustainability member |
| Chair of Board incremental | — | — | Not applicable (Flexon is Chair) |
| Meeting fees | None disclosed | None disclosed | Company pays quarterly retainers, no meeting fees disclosed |
| Total cash fees earned | $96,000 | $66,000 | Sum of base + chair + membership |
- FY2025 director cash fees remained unchanged from prior year’s revised schedule; due to limited share pool, 100% of aggregate directors’ fees were paid in cash in FY2025 .
Performance Compensation
| Equity Type | Grant/Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | $10,000 (FY2025) | Not disclosed | Policy provides annual RSUs starting with 2024 Annual Meeting; FY2025 grant shown as $10k |
| RSUs (new director appointment policy) | 10,000 RSUs (policy for appointments on/before Dec 7, 2024) | Not applicable to Wilson | Board policy, not a disclosed grant to Wilson |
| Non‑Voting Common Stock (restructuring) | 60,795 shares; incremental fair value recognized ($35,869 in FY2024) | N/A | Issued pre‑restructuring; revalued post‑emergence; not voting |
- Equity structure changes and dilution management: RSUs for directors were cancelled Dec 7, 2023 in restructuring; annual RSU grants resumed thereafter, but FY2025 fees paid in cash due to limited share pool .
- Anti‑hedging/pledging: Company prohibits hedging and pledging of Company securities .
Other Directorships & Interlocks
| Person | External Boards | Interlocks/Conflicts |
|---|---|---|
| Denise M. Wilson | None disclosed | None disclosed |
Expertise & Qualifications
- Energy and cleantech operator: Led alternative energy businesses at a Fortune 500 company (NRG), aligning with CGEH’s distributed generation and EaaS strategy .
- Human capital and administration expertise: Prior EVP/CAO and HR leadership roles support chairing Compensation & Human Capital Committee .
Equity Ownership
| Holder | Common Shares | % Common | Non‑Voting Common Shares | % Non‑Voting | % Combined Voting Power |
|---|---|---|---|---|---|
| Denise M. Wilson (as of Jun 13, 2025) | 48,928 | 0.3% | 60,795 | 12.0% | 0.3% |
| Denise M. Wilson (as of Dec 16, 2024) | 48,928 | 0.3% | 60,795 | 12.0% | 0.3% |
- Stock ownership guidelines: Non‑employee directors must hold common stock equal to 4× annual retainer within five years from the later of emergence from Chapter 11 or becoming subject to the guidelines .
- Section 16 filings: Company reports no delinquent Section 16(a) filings for Wilson in FY2025 (one late filing noted for CEO) .
Insider Trades
| Item | Disclosure |
|---|---|
| Form 4 transactions (Wilson) | Not specifically disclosed; no delinquent filings reported for Wilson in FY2025 |
| Beneficial ownership detail | See Equity Ownership table above |
Governance Assessment
- Committee leadership and engagement: Wilson chairs Compensation & Human Capital and sits on Governance & Sustainability—positions central to human capital oversight, incentive design, succession planning, and board refreshment . Strong attendance thresholds (≥90% FY2025) indicate engaged oversight .
- Independence and executive session discipline: Independence affirmed; executive sessions held consistently, supporting board effectiveness and oversight integrity .
- Compensation alignment and red flags:
- Alignment: Director ownership guidelines (4× retainer) and annual RSU grants promote alignment; anti‑hedging/pledging policies further investor‑friendly practices .
- RED FLAG: FY2024 “All Other Compensation” includes tax gross‑ups to directors (including Wilson, $44,554) tied to restructuring‑related Non‑Voting Common Stock—tax gross‑ups are shareholder‑unfriendly and should not recur .
- Equity dilution constraints: FY2025 fees paid fully in cash due to limited share pool, which reduces equity‑based alignment in the period; company plans to expand equity pool via plan amendment to sustain equity incentives .
- Related‑party context: No Wilson‑specific related‑party transactions disclosed. Company disclosed a CFGI engagement involving CFO’s son with initial non‑compliance to related‑party policy; Audit Committee remediation in process—useful context on overall governance controls .
Board Governance Details
| Committee | FY2025 Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Compensation & Human Capital | Wilson, Powelson, Miller; Close expected post‑meeting | Wilson | 5 |
| Governance & Sustainability | Powelson, Wilson, Fu; Close & Beard expected post‑meeting | Powelson | 3 |
| Audit | Miller, Fu, Flexon | Miller | 9 |
- Board meetings: 23 in FY2025 .
- Independence of committees: Exclusively independent directors .
Director Compensation Summary (FY2025)
| Director | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Denise M. Wilson | $96,000 | $10,000 | $106,000 |
Director Compensation Summary (FY2024)
| Director | Fees Earned (Cash) | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Denise M. Wilson | $66,000 | $35,869 | $44,554 | $146,423 |
Stock awards in FY2024 reflect incremental fair value from revaluation of Non‑Voting Common Stock issued pre‑restructuring; RSUs for directors were cancelled at restructuring and later reinstated for annual grants .
Signals for Investors
- Positive: Experienced energy operator; independent; chairs key compensation committee; strong attendance; anti‑hedging/pledging; ownership guidelines in place .
- Watch items: FY2024 tax gross‑up to directors (including Wilson) is a governance red flag; monitor for recurrence. Equity pool constraints forced greater cash mix in FY2025, modestly weakening equity alignment until plan share increase is approved and implemented .