Noble Wray
About Noble Wray
Noble L. Wray is an independent director of MGE Energy, Inc. (MGEE), serving since 2021; he is age 64 and brings public-sector leadership and governance experience with financial acumen. He holds a B.S. in Criminal Justice (UW–Milwaukee), completed the Wisconsin DOJ Executive Leadership Course, and received an honorary Ph.D. in Social Welfare (UW–Milwaukee); he is a certified trainer/consultant for Stephen Covey and the COPS Office Fair and Impartial Policing . The board classifies him as independent under Nasdaq standards; eight of ten directors are independent, with key committees 100% independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Madison (Police Department) | Chief of Police | Until retirement in 2013 | Led department and governance; community engagement focus |
| U.S. Department of Justice | Chief of Police, Practices and Accountability | 2016 | Helped lead national 21st Century policing reforms |
| National consulting to police agencies | Subject matter expert (use of force, organizational transformation) | Since 2014 | Strategic transformation and accountability consulting |
| Urban League of Greater Madison | Interim President and CEO | 2014 | Community leadership, organizational oversight |
| Wisconsin Governor Doyle’s State Commission | Co-Chair, Commission on Reducing Racial Disparity in Criminal Justice | Not disclosed | Bipartisan policy and governance engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Governor’s Pardon Advisory Board | Member | Current | Public policy and legal/regulatory oversight |
| Stephen Covey / COPS Office Fair and Impartial Policing | Certified trainer/consultant | Not disclosed | Governance, leadership training on fairness in policing |
Board Governance
- Independence: Director Wray is independent; the board has determined Wray and most directors are independent under Nasdaq and company guidelines . Key committees (Corporate Governance, Audit, HR & Compensation) are fully independent .
- Committee assignments: Wray serves on the Audit Committee and Corporate Governance Committee; he is not on the Executive or Human Resources & Compensation Committees .
- Audit Committee quality: All Audit Committee members are independent and designated “financial experts” under SEC rules; Wray is listed on the Audit Committee report alongside Ackerman (Chair), Kelly, and Possin (Lead Independent Director) .
- Attendance and engagement: The board met 10 times in 2024; every director attended more than 75% of board and relevant committee meetings. All directors attended the Annual Meeting (virtual) last year .
- Board leadership: The CEO is Chairman; the Lead Independent Director (Possin) chairs Corporate Governance, is empowered to call board meetings and executive sessions, and serves as liaison with the CEO .
Fixed Compensation
| Component | 2024 (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 74,000 | Structure: $50,000 annual retainer; $1,500 per board meeting; $1,500 per committee meeting; $1,500 per director educational activity |
| Stock Awards (RSUs, time-based) | 80,000 | Annual director equity grant; grant-date fair value; pro-rated for directors commencing service in 2024 |
| All Other Compensation | — | No additional amounts disclosed for Wray |
| Total | 154,000 | Cash + equity grant value |
Additional fee premia (not applicable to Wray unless noted): Audit Chair +$12,500; Lead Independent Director (also Governance Chair) +$12,500; HR & Compensation Chair +$10,000 .
Performance Compensation
Directors at MGEE receive time-based RSUs; no performance-metric-based director equity is disclosed (PSUs apply to executives). RSU terms:
| Metric/Term | Detail |
|---|---|
| Grant cadence | March 2024 annual grant under 2021 LTI Plan; grant-date fair value basis closing price on grant date |
| Vesting | Cliff vesting at end of three-year period; continued vesting upon death, disability, or retirement; immediate vesting upon change of control |
| Settlement | Stock or cash/stock combination; March 2024 awards settle in Q1 2027 |
| Outstanding units (as of 12/31/2024) | Three awards outstanding per director totaling 3,103 units; new directors in 2024 had one award totaling 1,061 units |
No director performance metrics (EPS/ROE/TSR) are tied to director compensation; the company’s disclosed quantitative performance metrics (EPS, ROE, relative TSR) pertain to executive PSUs/STI, not director pay .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Wray |
| Private/nonprofit/academic boards | Urban League of Greater Madison (Interim President/CEO, 2014); Wisconsin Governor’s Pardon Advisory Board (current); State Commission Co-Chair (reducing racial disparity); training/consulting roles |
| Interlocks/conflicts | The Corporate Governance Committee screens conflicts including interlocking directorships; no related person transactions requiring disclosure since the beginning of fiscal 2024 |
Expertise & Qualifications
- Strategic leadership/governance; legal/regulatory industry; financial acumen; customer/community/workforce; environmental/safety; operations; technology/security (as mapped in board skills matrix where Wray is marked across these domains) .
- Board-wide competency: 100% financial acumen and strategic leadership; 100% legal/regulatory; 70% environmental/safety; 50% operations; 40% technology/security among directors, supporting risk-informed oversight .
Equity Ownership
| Item | Amount | Date/Status |
|---|---|---|
| Shares beneficially owned | 615 | As of March 3, 2025 |
| RSUs (counted for ownership guideline) | 3,329 | Time-based; not considered beneficially owned under Rule 13d‑3 |
| Total shares considered owned under guideline | 3,944 | Beneficial + RSUs per guideline |
| Ownership % of class | Less than 1% | — |
| Director stock ownership guideline | 3× annual cash retainer; achieve within three years from Jan 1, 2023 adoption or election date | |
| Compliance status | All directors have achieved or are on track to achieve requirement by the deadline | |
| Anti-pledging/hedging | Company prohibits pledging and hedging by directors and executive officers |
Governance Assessment
- Committee leverage and independence: Wray’s placement on Audit (financial expert committee) and Corporate Governance (nominations, board refreshment, succession) strengthens board effectiveness; both committees are fully independent, supporting robust oversight .
- Attendance and engagement signal: Board met 10 times in 2024; all directors exceeded 75% attendance; Annual Meeting attended by all directors—positive indicator of engagement .
- Compensation alignment: Director pay is conservative and straightforward (retainer + meeting fees + time-based RSUs), with ownership guidelines at 3× retainer and no options or tax gross-ups disclosed—alignment reinforced by anti-pledging/hedging policies .
- Conflicts and related-party exposure: Audit Committee reviews related-person transactions; none requiring disclosure since the beginning of fiscal 2024—no apparent conflicts tied to Wray .
- Shareholder feedback: Strong say-on-pay support (≈94% in 2024; 5-year average ≈94%); sustained high approval indicates investor confidence in compensation governance framework .
Red Flags
- None disclosed regarding related-party transactions, pledging/hedging, low attendance, or director pay anomalies for Wray .
Additional Board Signals
- Lead Independent Director chairs Corporate Governance and can convene executive sessions—supports independent oversight in a combined Chair/CEO structure .
- Biennial board risk exercise and biannual risk assessment; comprehensive ERM facilitated by Internal Audit; focus on decarbonization transition risks in 2023—indicates proactive risk governance .