James Noyce
About James W. Noyce
Independent Chairperson of the Board at United Fire Group, Inc. (UFCS); age 69; director since 2009. Former CEO (2007–2009), CFO (1996–2007), CAO (2002–2007), and EVP/GM of PC companies (2000–2002) at FBL Financial Group; current Board Chairman at West Bancorporation, Inc. since April 2018. Holds CPA and actuarial credentials (Fellow, Casualty Actuarial Society; Associate, Society of Actuaries; Fellow, Life Management Institute; Member, American Academy of Actuaries) and is designated an audit committee financial expert. Served as Interim CEO of Greater Des Moines YMCA (Jan–May 2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FBL Financial Group, Inc. | Chief Executive Officer and Director | 2007–2009 | Led insurance holding company; public company executive experience |
| FBL Financial Group, Inc. | Chief Financial Officer | 1996–2007 | Financial leadership; capital markets and reporting |
| FBL Financial Group, Inc. | Chief Administrative Officer | 2002–2007 | Operations and administrative oversight |
| FBL (PC companies) | EVP & GM, Property-Casualty | 2000–2002 | P&C underwriting/operations |
| Greater Des Moines YMCA | Interim CEO | Jan–May 2016 | Transition leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Bancorporation, Inc. | Director; Board Chairman | Director since 2009; Chairman since Apr 2018 | Previously served as Audit Committee Chair (historical) |
Board Governance
- Board leadership: Independent Chairperson; presides at shareholder and director meetings; sets agendas and ensures timely information flow .
- Independence: Board determined 10 of 11 directors are independent; Noyce is independent (CEO is the sole non-independent director) .
- Committee assignments (2024–2025):
- Audit Committee: Member; Audit Committee Financial Expert .
- Compensation & Human Capital Committee: Member .
- Executive Committee: Chair .
- Nominating & Governance Committee: Member .
- Attendance and engagement: Board met four times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors held four executive sessions in 2024, presided over by the Chairperson .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Base annual retainer (all directors) | $80,000 | Paid quarterly |
| Additional retainer – Chairperson of the Board | $50,000 | Paid quarterly |
| Committee member retainers | Audit $5,000; Compensation $5,000; Executive $4,000; Nominating & Governance $4,000 | Annual retainers per committee service |
| Committee chair retainers | Audit $20,000; Compensation $12,500; Nominating/Governance $10,000; Investment $10,000; Risk $10,000 | Executive Committee chair not separately listed; Board Chair retainer applies |
| Noyce — Fees Earned or Paid in Cash (2024) | $148,000 | Matches base ($80k) + Chair ($50k) + committee member fees ($18k) |
- Director fee structure has shifted from per-meeting fees (used in prior years) to primarily annual retainers, reducing pay-for-attendance incentives and aligning with governance best practices .
Performance Compensation
| Grant/Transaction | Date | Units/Shares | Fair Value/Price | Vesting/Structure |
|---|---|---|---|---|
| Annual equity grant (RSUs) to non-employee directors | May 2024 | 3,219 RSUs | $75,000 grant-date fair value; Noyce’s stock award booked at $73,837 | RSUs vest one year after grant |
| Form 4 — Award (Common Stock) | 2025-05-21 | 3,420 | $27.78 | Reported as “A-Award”; post-transaction holdings 30,736 |
| Options status | n/a | n/a | n/a | All legacy director options expired in May 2024; no new options since 2013 |
- No performance metrics (TSR/ROE/ESG) are tied to director equity awards; director RSUs are time-based for alignment and retention .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Information Flow |
|---|---|---|
| West Bancorporation, Inc. | Board Chairman (Director since 2009) | UFCS director George D. Milligan also serves on West Bancorporation’s Board, creating a board interlock that may facilitate information flow and relationships (monitor for conflicts as needed) . |
Expertise & Qualifications
- Financial, accounting, and insurance expertise; public company CEO/CFO experience; actuarial and CPA credentials; audit committee financial expert designation .
- Corporate governance and risk oversight experience; chairs UFCS Executive Committee; serves on Audit, Compensation, and Nominating & Governance Committees .
- Recognitions: Outstanding CPA in Business and Industry (Iowa Society of CPAs); AICPA Business & Industry Hall of Fame (2007) .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (Record Date: Mar 24, 2025) | 28,816 shares | 27,316 owned individually; 1,500 held in wife’s trust; <1% of outstanding; no shares pledged |
| Directors’ Deferred Compensation Plan balance (phantom stock units) | 4,286 units | Accrues dividends and tracks stock price; paid in cash upon separation per election |
| Ownership guidelines (directors) | ≥100 shares at onboarding; ≥5,000 within 5 years | All current directors comply with guidelines |
| Anti-hedging/anti-pledging | Prohibits hedging and pledging of Company securities by directors | Revised Aug 18, 2023; governance policy |
Insider Trades (Recent)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-05-15 | Award (A) | 3,219 | $23.30 | 25,316 | |
| 2025-02-14 | Open-market purchase (P) | 2,000 | $26.97 | 27,316 | |
| 2025-05-21 | Award (A) | 3,420 | $27.78 | 30,736 |
Governance Assessment
- Strengths
- Independent Chairperson role with clear responsibilities; strong separation from CEO and regular executive sessions of independent directors (four in 2024) .
- Deep financial and insurance expertise; audit committee financial expert; broad committee service enhances oversight .
- Attendance and engagement standards met; Annual Meeting attendance achieved across directors in 2024 .
- Alignment signals: meaningful share ownership; adherence to director ownership guidelines; recent open-market purchase by Noyce in Feb 2025; anti-hedging/pledging policy in force .
- No related-party transactions since the beginning of 2024; clean related-party profile .
- Shareholder support for executive pay (97% say-on-pay in 2024), indicating broader confidence in compensation governance .
- Watch items / potential conflicts
- Board interlock with George D. Milligan at West Bancorporation could create perceived conflicts; monitor for any UFCS business dealings involving West Bancorporation banking or services .
- Centralization of leadership (Board Chair plus Executive Committee Chair) increases influence; ensure robust lead roles and committee independence remain effective .
Other Notes
- Director compensation program: annual retainers plus time-based RSUs ($75,000 grant-date value; 3,219 RSUs issued in May 2024); no meeting fees under the current program; historical use of meeting fees in prior years .
- Communication channels: Stakeholders can reach the Board or Audit Committee Chair via confidential avenues established by UFCS .