James Berbee
About James G. Berbee
Independent director since 2018; age 61. Background spans technology entrepreneurship (former Chairman/CEO, Berbee Information Network Corp.), medical training (Stanford University School of Medicine; licensed physician), and board leadership (former Chair, Wisconsin Alumni Research Foundation). Degrees include MS in Mechanical Engineering and MBA from University of Wisconsin–Madison; holds several patents. Core credentials highlighted by MGEE include strategic leadership, financial acumen, and technology/cybersecurity expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WiscMed LLC | Chairman & co-founder | 2015–present | Designed the Wispr digital otoscope; technology/cybersecurity experience enhances board risk oversight . |
| Berbee Information Network Corp. | Chairman & CEO | Prior role (dates not disclosed) | Leadership, strategic growth, operational oversight; corporate governance experience . |
| Wisconsin Alumni Research Foundation (WARF) | Chair (former) | Prior role (dates not disclosed) | Stewardship of IP; holds several patents . |
| Licensed physician | Physician | Ongoing | Clinical perspective complements technology/operations oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WiscMed LLC (private) | Chairman & co-founder | 2015–present | Medical device focus (Wispr digital otoscope) . |
| Wisconsin Alumni Research Foundation | Chair (former) | Not disclosed | Board leadership; patent portfolio experience . |
Board Governance
- Independence: MGEE board determined Berbee to be independent under Nasdaq and Company guidelines .
- Committee assignments: Human Resources & Compensation (member), Corporate Governance (member) .
- Meeting cadence: 10 full board meetings in 2024; HR & Compensation met 6 times; Corporate Governance met 2 times; Audit met 5 times .
- Attendance: Each director attended >75% of board and applicable committee meetings; all directors attended last year’s virtual Annual Meeting .
- Lead Independent Director structure: LID empowered to call/chair executive sessions; chairs Corporate Governance; strong independent oversight complements combined Chair/CEO structure (context for board effectiveness) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Human Resources & Compensation | Member | 6 |
| Corporate Governance | Member | 2 |
| Executive | Not listed | — |
| Audit | Not listed | 5 (committee overall) |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 84,500 | 80,000 (time-based RSUs) | — | 164,500 |
- Cash structure: $50,000 annual retainer; $1,500 per board/committee meeting; chair fees do not apply to Berbee (Audit $12,500; LID/Governance Chair $12,500; HR&C Chair $10,000) .
- Equity structure: Annual director RSUs (grant-date fair value $80,000 in Mar-2024; pro rata only for directors starting in 2024); three-year cliff vest; continued vesting upon death, disability, or retirement; immediate vesting upon change of control; settlement in stock or cash/stock; 2024 awards settle in Q1 2027 .
- Stock ownership guidelines: 3× annual cash retainer for nonemployee directors; directors have achieved or are on track .
- Anti-pledging/hedging: Company prohibits pledging and hedging of company stock by directors .
Performance Compensation (Committee Oversight Metrics)
As a member of the Human Resources & Compensation Committee, Berbee helps oversee executive pay programs with clear performance linkages.
| 2024 STI Metric (40% of pool at target) | Threshold | Target | Maximum | Actual | % of Overall Incentive Pool |
|---|---|---|---|---|---|
| EPS ($) | 2.87 | 3.19 | 3.51 | 3.33 | 24.4% |
| Residential customer satisfaction (1–5) | 4.10 | 4.40 | 4.70 | 4.63 | 6.9% |
| Commercial customer satisfaction (1–5) | 4.10 | 4.40 | 4.70 | 4.60 | 6.7% |
| Electric reliability (SAIFI/SAIDI rank, 2023 survey) | Top-half | Top-quartile | Top-decile | Top-decile | 7.5% |
| Gas safety (response time/third-party damages rank, 2023 survey) | Top-half | Top-quartile | Top-decile | Top-decile | 7.5% |
| Total | — | — | — | — | 53.0% |
| Long-Term Incentive (PSU) Design | Details |
|---|---|
| PSU performance goals (2024–2026) | 50% average ROE; 50% cumulative EPS; plus market performance up to 50% via relative TSR (EEI peers); payout 0–200%; threshold vesting 50% . |
Additional committee process signals:
- Independent compensation consultants engaged (Willis Towers Watson for 2024 benchmarking; FW Cook beginning in 2025) .
- Committee independence and additional independence standards affirmed; audit committee members are “financial experts” and also independent .
- 2024 Say-on-Pay approval ~94%; five-year average ~94% (supportive of pay design) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| WiscMed LLC | Private | Chairman & co-founder | No related person transactions disclosed with MGEE . |
| Wisconsin Alumni Research Foundation | Nonprofit | Chair (former) | Board leadership; no related transactions disclosed . |
- No public company directorships disclosed for Berbee in MGEE’s proxy; Corporate Governance Committee screens candidates for interlocking directorships and conflicts during nominations .
Expertise & Qualifications
- Technology/cybersecurity experience; strategic leadership; financial acumen; legal/regulatory; customer/community/workforce skills, per MGEE’s board skills matrix .
- Education: MS Mechanical Engineering and MBA (UW–Madison); Stanford University School of Medicine; licensed physician; several patents .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | RSUs Counted for Guidelines | Total “Guideline” Shares |
|---|---|---|---|---|
| James G. Berbee | 11,086 | <1% (of 36,536,359 shares) | 3,329 | 14,415 |
- Stock ownership guidelines (3× retainer) include vested/unvested RSUs in “Qualifying Shares”; directors have achieved or are on track to achieve requirements .
- Anti-pledging and anti-hedging policies apply to directors; no pledging or hedging permitted .
Governance Assessment
- Strengths: Independent director with dual technology/medical background; member of HR & Compensation and Corporate Governance committees; >75% attendance; director equity grants align interests; robust anti-pledging/hedging; transparent ownership guidelines; no related person transactions requiring disclosure; strong say-on-pay support (94%) indicating investor confidence in pay design overseen by the committee .
- Potential risk mitigants: Combined Chair/CEO balanced by empowered Lead Independent Director and fully independent key committees; nomination process explicitly screens for conflicts/interlocks .
- Compensation oversight signals: STI and PSU designs tie pay to EPS, ROE, TSR, reliability, and customer satisfaction—favorable for pay-for-performance alignment, with use of independent consultants and continued investor engagement .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or low attendance for Berbee in 2024 .