Ann Noble
About Ann L. Noble
Ann L. Noble (age 63) is an independent director of Middlesex Water Company, serving since 2019. She brings 30+ years of healthcare and insurance operating and financial experience, including leadership roles in claims services, managed care, and hospital finance, and began her career in audit/consulting at Ernst & Young. She holds a B.S. in Accounting from Seton Hall University and has been a licensed CPA since 1987. She currently serves on four MSEX board committees (Audit; Corporate Governance & Nominating; Pension; Ad Hoc Pricing).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qual-Lynx (Cigna subsidiary) | President & CEO | Led for 14 years | Oversaw regional claims services and managed care operations |
| QualCare (Cigna subsidiary) | Vice President, Workers’ Compensation | Not disclosed | Managed WC operations; previously served on QualCare’s Board |
| Robert Wood Johnson University Hospital | Vice President of Finance | 10 years | Financial leadership; served concurrently on QualCare’s Board |
| Ernst & Young | Audit → Senior Manager, Healthcare Financial Consulting | 8 years | Strategy/finance engagements for healthcare clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manasquan Bank | Director; Chair, Strategic Planning Committee | Since 2014 | Chairs strategic planning for the board |
| Val Skinner Foundation | Founding Member and Treasurer | Since 1999 | Helped raise >$10 million for breast cancer initiatives |
Board Governance
- Independence: The board determined all directors other than the CEO (Nadine Leslie) and former executive chairman (Dennis Doll) are independent under Nasdaq standards; Noble is listed as independent.
- Committee assignments (2024): Audit (member), Corporate Governance & Nominating (member), Pension (member), Ad Hoc Pricing (member).
- Committee chairs: Noble does not chair any committee; Audit (Klein), Compensation (Mansue), Corporate Governance & Nominating (Reinhard), Pension (Cosgrove), Ad Hoc Pricing (Cosgrove).
- Committee activity and attendance:
- Board: 7 meetings in 2024; Committees: 14 meetings; overall attendance ≥99%; all directors attended the May 2024 annual meeting.
- Audit met 3x; CG&N met 4x; Pension met 5x; Ad Hoc Pricing met 0x in 2024.
- Lead Independent Director: Walter G. Reinhard; independent director executive sessions held periodically; lead director presides.
- ERM oversight: CG&N oversees enterprise risk management, including cybersecurity and ESG; the board formed an Enterprise Risk Committee in early 2025 to further formalize risk oversight.
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (Outside Director) | $75,000 total: $30,000 cash (attendance‑contingent) + $45,000 in common stock | Applies to all outside directors |
| Meeting fees | $750 per committee meeting attended (cash) | Applies to each committee meeting |
| Chair fees | Audit Chair: $7,500; Compensation Chair: $5,000; All other Chairs: $2,500; Lead Director: $5,000 | Noble is not a chair |
| 2024 total – Ann L. Noble | $40,500 (cash) + $45,000 (stock) = $85,500 | Per Director Compensation Table |
Performance Compensation (Director)
| Incentive Type | Performance Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Director equity retainer (common stock) | None disclosed (fixed-value stock grant) | Not described as restricted for directors | Directors received company common stock valued at $45,000 in 2024 |
| Stock options | N/A | N/A | Company does not employ stock options (across the company) |
| Repricing/Buyouts | N/A | N/A | Repricing/cash buyouts of restricted awards are prohibited (policy context) |
No director performance metrics or option awards are disclosed for directors; director equity is a fixed-value common stock retainer.
Other Directorships & Interlocks
| Company/Entity | Role | Interlocks/Notes |
|---|---|---|
| Manasquan Bank | Director; Chair, Strategic Planning Committee | Banking board role; no MSEX related‑party transaction disclosed |
| Val Skinner Foundation | Founding Member & Treasurer | Non‑profit leadership |
- Related party/Interlocks: The proxy discloses no related‑party transactions in 2024 and affirms independent status for directors other than the CEO and former executive chairman.
Expertise & Qualifications
- Financial and audit experience: CPA (licensed 1987), former Ernst & Young auditor and healthcare financial consultant; VP Finance at RWJUH; multi‑year leadership in managed care/claims services.
- Governance and strategy: Chairs Strategic Planning Committee at Manasquan Bank; service across four MSEX board committees, including Audit and CG&N (risk and governance).
- Education: B.S. in Accounting, Seton Hall University.
Equity Ownership
| Holder | Total Shares Beneficially Owned |
|---|---|
| Ann L. Noble | 3,429 |
| Shares outstanding (record date 3/25/2025) | 17,894,479 |
Citations: Noble’s beneficial ownership (3,429 shares) ; shares outstanding as of 3/25/2025 .
- Director stock ownership guidelines: Directors must hold stock valued at least 3x annual retainer by the 5th anniversary of board membership; all outside directors met this requirement for 2024.
- Hedging/pledging: Company policy prohibits hedging and borrowing against company stock; insider trading policy prohibits hedging by directors and officers.
- Section 16 compliance: Company states 2024 filing requirements were met except for two late Form 4s by the CEO and former chair; no exceptions noted for Noble.
Governance Assessment
- Strengths:
- Broad finance/audit and healthcare operating expertise supports Audit and risk oversight; active on Audit, CG&N, Pension, and Ad Hoc Pricing committees.
- High board/committee attendance culture (≥99% in 2024) and independent leadership structure with a Lead Independent Director.
- Robust alignment: equity retainer, director ownership guidelines met, and prohibitions on hedging/pledging.
- No related‑party transactions disclosed; independence affirmed.
- ERM oversight strengthening with new Enterprise Risk Committee in 2025.
- Watch items:
- Company-level internal control material weaknesses reported for 2023, remediated by Q3 2024; as an Audit Committee member, ongoing oversight of controls is a focus area.
- Ownership is modest in share count terms (3,429 shares), though the company confirms directors met ownership guidelines; continue to monitor equity alignment over time.
Overall signal: Noble’s multi‑committee service (including Audit and CG&N), finance background, compliance with ownership guidelines, and absence of related‑party issues support board effectiveness and investor confidence; remediation of past control weaknesses and continued ERM enhancements are governance priorities.