EX-24.1 2 rrd136570_153684.htm POWER OF ATTORNEY

rrd136570_153684.html

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints Matt Smith and Deborah Nygren, signing singly, the undersigned's true
and lawful attorney-in-fact to:

1.   execute for and on behalf of the undersigned, in the undersigned's capacity
     as an officer, director or 10% holder of Comverge, Inc. (the "Company"),
     Forms 3, 4 and 5, pursuant to Section 16(a) of the Securities Exchange Act
     of 1934 and the rules thereunder, and Form 144, pursuant to Rule 144 under
     the Securities Act of 1933 and the rules thereunder, if required; and

2.   do and perform any and all acts for and on behalf of the undersigned which
     may be necessary or desirable to complete and execute any such Form 3, Form
     4, Form 5 or Form 144 and timely file such form with the United States
     Securities and Exchange Commission and any stock exchange or similar
     authority; and

3.   take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, the undersigned, it
     being understood that the documents executed by such attorney-in-fact on
     behalf of the undersigned pursuant to this Power of Attorney shall be in
     such form and shall contain such terms and conditions as such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

     The undersigned hereby grants such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16(a) of the Securities Exchange Act of
1934 or Rule 144 of the Securities Act of 1933.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an officer, director, or 10% holder of the Company
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact; provided, however, this Power of Attorney will
expire immediately upon the termination of employment of any attorney-in-fact as
to that attorney-in-fact only, but not as to any other appointed
attorney-in-fact hereunder.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of April, 2007.

                                                    /s/ John A. Moore