03/20/2025 | Press release | Distributed by Public on 03/20/2025 14:50
TABLE OF CONTENTS
|
|
|
|||
|
Filed by the Registrant ☒
|
|
|||
|
Filed by a Party other than the Registrant ☐
|
|
|||
|
Check the appropriate box:
|
|
|||
|
☐
|
|
|
Preliminary Proxy Statement
|
|
|
☐
|
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
☒
|
|
|
Definitive Proxy Statement
|
|
|
☐
|
|
|
Definitive Additional Materials
|
|
|
☐
|
|
|
Soliciting Material Pursuant to §240.14a-12
|
|
|
|
|
|
|
|
|
|
|
|
CONSUMERS ENERGY COMPANY
|
|
|
(Name of Registrant as Specified In Its Charter)
|
|
|
|
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
|
|
|
☒
|
No fee required.
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
|
|
|
|
For Both CMS and Consumers Shareholders:
|
|
|
Board of Directors Recommendation
|
Elect the 10 Director Nominees, Named in the Accompanying Proxy Statement, to the Board of Directors
|
|
|
FOR EACH
|
Approve, on an Advisory Basis, Executive Compensation
|
|
|
FOR
|
Ratify the Appointment of Independent Registered Public Accounting Firm
|
|
|
FOR
|
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement
|
|
||
|
|
|
|
|
|
For CMS Shareholders only:
|
|
|
Board of Directors Recommendation
|
Vote on a Shareholder Proposal: Support Shareholder Ability to Call for a Special Shareholder Meeting, if Properly Presented
|
|
|
AGAINST
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
TABLE OF CONTENTS
Proxy Statement Summary
|
|
|
PAGE 1
|
|
|||
Proxy Statement
|
|
|
PAGE 3
|
|
|||
Our Purpose
|
|
|
PAGE 3
|
|
|||
Proposal 1: Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors
|
|
|
PAGE 4
|
|
|||
Corporate Governance
|
|
|
PAGE 10
|
|
|||
10
|
|
|
Governance Guidelines and Materials
|
|
|
|
|
10
|
|
|
Board of Directors
|
|
|
|
|
10
|
|
|
Board Leadership Structure
|
|
|
|
|
11
|
|
|
Risk Oversight
|
|
|
|
|
11
|
|
|
Cybersecurity Oversight
|
|
|
|
|
11
|
|
|
Political Contribution Oversight
|
|
|
|
|
12
|
|
|
Public Responsibility and Sustainability Oversight
|
|
|
|
|
12
|
|
|
Shareholder Engagement
|
|
|
|
|
13
|
|
|
Board Communication Process
|
|
|
|
|
14
|
|
|
Identification of Director Candidates
|
|
|
|
|
14
|
|
|
Director Candidate Qualifications
|
|
|
|
|
15
|
|
|
Board Refreshment
|
|
|
|
|
15
|
|
|
Director Independence
|
|
|
|
|
15
|
|
|
Director Service on Other Public Company Boards
|
|
|
|
|
16
|
|
|
CMS Majority Voting Standard
|
|
|
|
|
16
|
|
|
Director Education
|
|
|
|
|
17
|
|
|
Board, Committee and Director Evaluations
|
|
|
|
|
18
|
|
|
Board and Committee Information
|
|
|
|
|
20
|
|
|
Codes of Ethics
|
|
|
|
|
20
|
|
|
Compensation Risk
|
|
|
|
|
21
|
|
|
No Pledging or Hedging
|
|
|
|
|
21
|
|
|
Related Party Transactions
|
|
|
|
|
22
|
|
|
Management Succession Planning
|
|
|
|
|
22
|
|
|
Directors' Compensation
|
|
|
|
|
Beneficial Ownership
|
|
|
PAGE 23
|
|
|||
Compensation Discussion and Analysis
|
|
|
PAGE 25
|
|
|||
25
|
|
|
Executive Summary
|
|
|
|
|
28
|
|
|
Objectives of Our Executive Compensation Program
|
|
|
|
|
33
|
|
|
The Elements of Our Executive Compensation Program
|
|
|
|
|
40
|
|
|
Corporate Governance as it Relates to Executive Compensation
|
|
|
|
|
Compensation and Human Resources Committee Report
|
|
|
PAGE 42
|
|
|||
2024 Compensation Tables
|
|
|
PAGE 43
|
|
|||
56
|
|
|
CEO Pay Ratio
|
|
|
|
|
58
|
|
|
Pay versus Performance
|
|
|
|
|
Proposal 2: Approve, on an Advisory Basis, Executive Compensation
|
|
|
PAGE 64
|
|
|||
Report of the Audit Committee
|
|
|
PAGE 66
|
|
|||
Fees Paid to the Independent Registered Public Accounting Firm
|
|
|
PAGE 67
|
|
|||
Proposal 3: Ratify the Appointment of Independent Registered Public Accounting Firm
|
|
|
PAGE 68
|
|
|||
Proposal 4: Vote on a Shareholder Proposal: Support Shareholder Ability to Call for a Special Shareholder Meeting (CMS)
|
|
|
PAGE 69
|
|
|||
2026 Proxy Statement Information
|
|
|
PAGE 73
|
|
|||
General Information
|
|
|
PAGE 74
|
|
|||
Appendix A: GAAP Reconciliations
|
|
|
PAGE A-1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
Meeting Information:
|
|
|
Record Date: March 4, 2025
|
May 2, 2025 • 11:45 a.m. ET
|
|
|
|
Virtual Meeting at
|
|
|
Proxy Materials Released: March 20, 2025
|
virtualshareholdermeeting.com/CMS2025
|
|
|
|
virtualshareholdermeeting.com/CMSPB2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposals
|
|
|
CMS
Shareholders
|
|
|
Consumers
Shareholders
|
|
|
Board
Recommendation
|
|
|
Page
Reference
|
|
|
Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors
|
|
|
X
|
|
|
X
|
|
|
FOR EACH
|
|
|
4
|
|
|
Approve, on an Advisory Basis, Executive Compensation
|
|
|
X
|
|
|
X
|
|
|
FOR
|
|
|
64
|
|
|
Ratify the Appointment of Independent Registered Public Accounting Firm
|
|
|
X
|
|
|
X
|
|
|
FOR
|
|
|
68
|
|
|
Vote on a Shareholder Proposal: Support Shareholder Ability to Call for a Special Shareholder Meeting, if Properly Presented
|
|
|
X
|
|
|
|
|
AGAINST
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Online:
|
|
|
You can vote your shares online by following the instructions on your proxy card, voting instruction form or Notice of Availability of Proxy Materials ("Notice of Availability").
|
|
|
||
Telephone:
|
|
|
You can vote your shares by telephone by requesting a printed copy of the Proxy Materials and following the instructions on your proxy card or voting instruction form.
|
|
|
||
Mail:
|
|
|
You can vote your shares by mail by requesting a printed copy of the Proxy Materials and signing, dating and mailing in the proxy card or voting instruction form.
|
|
|
||
Attend:
|
|
|
You can vote your shares electronically by attending and voting at the virtual Annual Meeting.
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
1
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Name
|
|
|
Age
|
|
|
Director
Since
|
|
|
Independent
|
|
|
Committee Memberships
|
|
||||||||||||
|
Audit
|
|
|
Compensation and
Human Resources
|
|
|
Finance
|
|
|
Governance,
Sustainability and
Public Responsibility
|
|
|
Executive
|
|
||||||||||||
|
Deborah H. Butler
|
|
|
70
|
|
|
2015
|
|
|
Yes
|
|
|
X
|
|
|
|
|
|
|
X
|
|
|
|
|||
|
Kurt L. Darrow
|
|
|
70
|
|
|
2013
|
|
|
Yes
|
|
|
|
|
X
|
|
|
|
|
X
|
|
|
|
|||
|
Ralph Izzo
|
|
|
67
|
|
|
2023
|
|
|
Yes
|
|
|
X
|
|
|
|
|
X
|
|
|
|
|
|
|||
|
Garrick J. Rochow
|
|
|
50
|
|
|
2020
|
|
|
No
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
John G. Russell,
Chairman
|
|
|
67
|
|
|
2010
|
|
|
Yes
|
|
|
|
|
|
|
|
|
|
|
Chair
|
|
||||
|
Suzanne F. Shank
|
|
|
63
|
|
|
2019
|
|
|
Yes
|
|
|
X
|
|
|
|
|
Chair
|
|
|
|
|
X
|
|
||
|
Myrna M. Soto
|
|
|
56
|
|
|
2015
|
|
|
Yes
|
|
|
X
|
|
|
|
|
|
|
Chair
|
|
|
X
|
|
||
|
John G. Sznewajs
|
|
|
57
|
|
|
2015
|
|
|
Yes
|
|
|
Chair
|
|
|
|
|
X
|
|
|
|
|
X
|
|
||
|
Ronald J. Tanski
|
|
|
72
|
|
|
2019
|
|
|
Yes
|
|
|
|
|
Chair
|
|
|
X
|
|
|
|
|
X
|
|
||
|
Laura H. Wright
|
|
|
65
|
|
|
2013
|
|
|
Yes
|
|
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
2
|
|
|
|
|
TABLE OF CONTENTS
•
|
Plan to end coal-fueled owned generation in 2025
|
•
|
100% Clean Energy Goal from Consumers electric business by 2040
|
•
|
Net Zero Methane Emissions Goal from Consumers natural gas delivery system by 2030
|
•
|
Sustainability Report
|
•
|
Biodiversity Report
|
•
|
CDP Corporate Questionnaire
|
•
|
Employees paid fairly and competitively
|
•
|
Safety Policy
|
•
|
Business Employee Resource Groups
|
•
|
Board Chairman is independent and separate from the CEO
|
•
|
90% of our Directors are Independent - 100% on Audit, Compensation, Finance and Governance Committees
|
•
|
Annual election of all Directors
|
•
|
Simple majority voting provisions
|
•
|
Majority voting standard for uncontested Director elections
|
•
|
Annual Advisory Say-on-Pay Vote
|
•
|
Policy prohibiting Directors and Officers from pledging or hedging our stock
|
•
|
Proxy access bylaws
|
•
|
Annual Board and Committee self-evaluations
|
•
|
Individual Director peer evaluations
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
3
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Experience
|
|
|
Butler
|
|
|
Darrow
|
|
|
Izzo
|
|
|
Rochow
|
|
|
Russell
|
|
|
Shank
|
|
|
Soto
|
|
|
Sznewajs
|
|
|
Tanski
|
|
|
Wright
|
|
|
Executive Leadership
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
Finance and Accounting
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
Security - Cyber and Physical
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|||||
|
Strategic Planning and Governance
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
X
|
|
||||
|
Sustainability, Environmental and Climate
|
|
|
|
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
X
|
|
||||||
|
Risk Management
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
||||||
|
Customer Experience
|
|
|
X
|
|
|
|
|
|
|
X
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
||||||
|
Regulated Public Utility
|
|
|
|
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
||||||
|
Regulatory/Governmental Affairs
|
|
|
|
|
|
|
X
|
|
|
|
|
X
|
|
|
|
|
X
|
|
|
|
|
X
|
|
|
|
||||||
|
Human Resources
|
|
|
|
|
X
|
|
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||||
|
Lean/Supply Chain
|
|
|
X
|
|
|
X
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
||||||
|
Demographics and Board Tenure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Board Tenure (Years as of May 2025)
|
|
|
10
|
|
|
11
|
|
|
2
|
|
|
4
|
|
|
15
|
|
|
6
|
|
|
10
|
|
|
9
|
|
|
5
|
|
|
12
|
|
|
Age (as of 2025 Annual Meeting)
|
|
|
70
|
|
|
70
|
|
|
67
|
|
|
50
|
|
|
67
|
|
|
63
|
|
|
56
|
|
|
57
|
|
|
72
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
4
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
Deborah H. Butler
Retired, Norfolk Southern Corporation, Executive Vice President of Planning and Chief Information Officer 2007 - 2015
|
|
|
SKILLS AND QUALIFICATIONS
Butler's qualifications for service on the Board include her extensive experience in operations, leadership, customer service, sustainability and environment, safety, regulatory environment, strategic planning and information technology derived from her varying roles at Norfolk Southern.
|
|
|
AGE: 70
DIRECTOR SINCE: 2015 INDEPENDENT
PRINCIPAL OCCUPATION
2007 - 2015 Norfolk Southern Corporation, Executive Vice President of Planning and Chief Information Officer
PUBLIC BOARDS (within last 5 years)
None
OTHER EXPERIENCE
Norfolk Southern Corporation, prior Vice President customer services
Patriot Rail Company LLC, Chairman
Ports America, Independent Board Member
|
|
|||
|
|
|
|
||
|
Kurt L. Darrow
Retired, President and CEO of La-Z-Boy Incorporated 2003 - 2021
|
|
|
SKILLS AND QUALIFICATIONS
Darrow's qualifications for service on the Board include his extensive public company experience spanning more than 40 years, and his thorough strategic, marketing and leadership experience and customer orientation derived from his varying roles at La-Z-Boy.
|
|
|
AGE: 70
DIRECTOR SINCE: 2013 INDEPENDENT
PRINCIPAL OCCUPATION
2003 - 2021 La-Z-Boy Incorporated, President and CEO
PUBLIC BOARDS (within last 5 years)
2003 - 2022 La-Z-Boy Incorporated, Board Member
2011 - 2022 La-Z-Boy Incorporated, Chairman
OTHER EXPERIENCE
La-Z-Boy Incorporated, prior President of La-Z-Boy Residential
Business Leaders for Michigan, Member and Executive Committee
ProMedica, Board Chairman
American Home Furnishings Alliance, prior Chairman and Current Director Emeritus
|
|
|||
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
5
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
Ralph Izzo
Retired, Chairman, President and CEO of Public Service Enterprise Group Incorporated 2007 - 2022
|
|
|
SKILLS AND QUALIFICATIONS
Izzo is qualified to serve on the Board based on the knowledge and experience acquired throughout his more than 30 years in the electric and gas business. He serves on various boards and committees related to electric and gas services.
|
|
|
AGE: 67
DIRECTOR SINCE: 2023 INDEPENDENT
PRINCIPAL OCCUPATION
2022 - 2022 Public Service Enterprise Group Incorporated, Executive Chair
2007 - 2022 Public Service Enterprise Group Incorporated, Chairman, President/CEO
PUBLIC BOARDS (within last 5 years)
2022 - present Ovintiv Inc., Board Member
2020 - present The Bank of New York Mellon Corporation, Board Member
2007 - 2022 Public Service Enterprise Group Incorporated, Chairman
OTHER EXPERIENCE
Argonne National Lab, Board Member
TerraPower, Board Member
U.S. Department of Energy's Fusion Energy Sciences Advisory Committee
Liberty Science Center, Board of Trustees
New Jersey Performing Arts Center, Board Member and Executive Committee
Hackensack Meridian Health Network, Board Member
Columbia University Engineering School Industry, Advisory Board
Princeton University's Andlinger Center for Energy and the Environment Advisory Counsel
|
|
|||
|
|
|
|
||
|
|
|
|
||
|
Garrick J. Rochow
CMS and Consumers, President and CEO
|
|
|
SKILLS AND QUALIFICATIONS
Rochow is qualified to serve on the Board based on his more than 25 years of experience and knowledge gained in the utility industry. He has extensive utility knowledge, including 20 years with CMS and Consumers. The Board also benefits from Rochow's prior leadership roles within the company.
|
|
|
AGE: 50
DIRECTOR SINCE: 2020 INDEPENDENT
PRINCIPAL OCCUPATION
2020 - present CMS and Consumers, President and CEO
2016 - 2020 CMS and Consumers, Executive Vice President
PUBLIC BOARDS (within last 5 years)
2024 - present Hubbell Incorporated, Board Member
OTHER EXPERIENCE
American Gas Association, Board Member
Edison Electric Institute, Board Member
Business Leaders for Michigan, Board and Executive Committee
The Right Place, Board and Executive Committee
Priority Health, Board Member
New Community Transformation Fund, Director
West Michigan Policy Forum, Director
Grand Rapids Economic Club, Director
|
|
|||
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
6
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
John G. Russell
Retired, CMS and Consumers President and CEO 2010 - 2016
|
|
|
SKILLS AND QUALIFICATIONS
Russell is qualified to serve on the Board based on the knowledge and experience acquired throughout his more than 30 years with Consumers. He has in-depth knowledge of all aspects of the utility. His vast experience within the regulated utility industry, hands-on experience and the leadership positions he has held have provided him with a perspective from which the Board greatly benefits.
|
|
|
AGE: 67
DIRECTOR SINCE: 2010 CHAIRMAN SINCE: 2016 INDEPENDENT
PRINCIPAL OCCUPATION
2010 - 2016 CMS and Consumers, President and CEO
PUBLIC BOARDS (within last 5 years)
2011 - 2024 Hubbell Incorporated, Board Member
OTHER EXPERIENCE
Consumers, prior President and Chief Operating Officer
Consumers, prior Executive Vice President and Chief Executive Officer - Electric
Grand Valley University Foundation, Director
The Russell Family Foundation, Chairman
Grand Valley State University, prior Director
|
|
|||
|
|
|
|
||
|
Suzanne F. Shank
Siebert Williams Shank & Co., LLC, President, CEO and Co-Founder
|
|
|
SKILLS AND QUALIFICATIONS
Shank brings over 30 years of experience in the financial services industry, including extensive experience developing strategies for new business growth nationally and managing financial, operational and regulatory matters.
|
|
|
AGE: 63
DIRECTOR SINCE: 2019 INDEPENDENT
PRINCIPAL OCCUPATION
1996 - present Siebert Williams Shank & Co., LLC, President, CEO and Co-Founder
PUBLIC BOARDS (within last 5 years)
2020 - present Rocket Companies, Board Member
2021 - present White Mountains Insurance Group, Ltd, Board Member
2017 - 2021 American Virtual Cloud Technologies, Inc., Board Member
OTHER EXPERIENCE
Detroit Regional Chamber, Chair
Spelman College, Board of Trustees
Kresge Foundation, Board of Trustees Member
International Women's Forum, Member
|
|
|||
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
7
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
Myrna M. Soto
Apogee Executive Advisors, CEO
|
|
|
SKILLS AND QUALIFICATIONS
The Board benefits from Soto's vast experience, including her current role as CEO of Apogee Executive Advisors which is a boutique advisory firm focused on providing strategic consulting and advisory services in the areas of Technology Risk, CyberSecurity, Technology Integrations, Venture Capital & Private Equity Investments and Enterprise Risk Management. Soto brings more than 30 years of focused information technology and security experience from a variety of industries, including financial services, hospitality, insurance and risk management, gaming, and entertainment.
|
|
|
AGE: 56
DIRECTOR SINCE: 2015 INDEPENDENT
PRINCIPAL OCCUPATION
2021 - present Apogee Executive Advisors, CEO
2020 - 2021 Forcepoint, Chief Strategy and Trust Officer
2019 - 2020 Digital Hands, Chief Operating Officer
2019 - present ForgePoint Capital, Venture Advisor
2018 - present ForgePoint, Partner
PUBLIC BOARDS (within last 5 years)
2018 - present Popular, Inc., Board Member
2021 - present TriNet Group, Inc., Board Member
2016 - 2025 Spirit Airlines, Inc., Board Member
OTHER EXPERIENCE
Serves numerous privately held Technology and Cybersecurity-focused organizations
Comcast Corp., prior Senior Vice President and Global Chief Information Security Officer Comcast Corp., prior Senior Vice President and Chief Infrastructure and Information Security Officer |
|
|||
|
|
|
|
||
|
John G. Sznewajs
Shore Capital, Partner
|
|
|
SKILLS AND QUALIFICATIONS
Sznewajs has more than 25 years of experience in business and corporate development. His extensive background and knowledge in financial matters, and previous oversight of information technology, along with in-depth experience in enterprise-wide strategy, qualify him to serve on the Board.
|
|
|
AGE: 57
DIRECTOR SINCE: 2015 INDEPENDENT
PRINCIPAL OCCUPATION
2023 - present Shore Capital - Industrial Platform, Partner
2007 - 2023 Masco Corporation, Vice President and CFO
PUBLIC BOARDS (within last 5 years)
None
OTHER EXPERIENCE
Detroit Zoological Society, Director and Treasurer
Teach for America - Detroit, Board Member
Masco Corporation, prior Treasurer
|
|
|||
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
8
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
Ronald J. Tanski
Retired, President and CEO, National Fuel Gas Company 2013 - 2019
|
|
|
SKILLS AND QUALIFICATIONS
Tanski brings more than 40 years' experience in both the regulated and non-regulated gas business. Having begun his career as an attorney with National Fuel, the Board benefits from his legal knowledge and experience.
|
|
|
AGE: 72
DIRECTOR SINCE: 2019 INDEPENDENT
PRINCIPAL OCCUPATION
2013 - 2019 National Fuel Gas Company, President and CEO
PUBLIC BOARDS (within last 5 years)
2019 - present National Fuel Gas Company, Board Member
OTHER EXPERIENCE
National Fuel Gas Company, prior Attorney
Buffalo Museum of Science, prior Board of Managers member
|
|
|||
|
|
|
|
||
|
Laura H. Wright
Retired, Senior Vice President and CFO, Southwest Airlines Co. 2004 - 2012
|
|
|
SKILLS AND QUALIFICATIONS
Wright is an active certified public accountant in the state of Texas. The Board benefits from Wright's extensive technical expertise and experience in financial accounting and reporting, corporate finance and risk management. She has extensive experience working in a consumer-oriented business environment.
|
|
|
AGE: 65
DIRECTOR SINCE: 2013 PRESIDING DIRECTOR SINCE: 2024 INDEPENDENT
PRINCIPAL OCCUPATION
2012 - 2020 GSB Advisory LLC, Founder, Consultant
2004 - 2012 Southwest Airlines Co., Senior Vice President Finance and Chief Financial Officer
PUBLIC BOARDS (within last 5 years)
2014 - present TE Connectivity plc (formerly TE Connectivity LTD), Board Member
2018 - present Spirit AeroSystems Holdings, Inc., Board Member
2021 - present Joby Aviation, Inc., Board Member
OTHER EXPERIENCE
Southwest Airlines Co., Vice President and Treasurer
Southwest Airlines, various roles
Arthur Young & Co., prior Manager
University of North Texas System Board of Regents, Chair
Active Certified Public Accountant
|
|
|||
|
|
|
|
|
|
|
|
|
|
The CMS and Consumers Boards recommend a vote for the election of each Director nominee named above.
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
9
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
10
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
11
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
12
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
13
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
14
|
|
|
|
|
TABLE OF CONTENTS
•
|
charitable contributions made to organizations of which certain of the Directors are affiliated;
|
•
|
purchases and sales of services, commodities, materials or equipment, to and from entities, during the ordinary course of business, with which certain of the Directors are affiliated and all such transactions were significantly below one percent of the consolidated gross revenues of the counterparty to the transaction; and
|
•
|
retail electricity or natural gas purchases from Consumers at rates or charges fixed in conformity with law or governmental authority.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
15
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
16
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
17
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
18
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Members
*Committee Chairperson
|
|
|
|
|
|
|
2024 Meetings
|
|
||||||
|
Committees
|
|
|
Primary Responsibilities
|
|
|
CMS
|
|
|
Consumers
|
|
||||||
|
Audit
Committee
|
|
|
Deborah H. Butler
Ralph Izzo
Suzanne F. Shank
Myrna M. Soto
John G. Sznewajs*
All members are financially
literate and an "Audit
Committee Financial
Expert" as such term is
defined by the SEC.
|
|
|
•
|
|
|
Oversee the integrity of consolidated financial statements and financial information, the financial reporting process and the system of internal accounting and financial controls and to retain independent auditors.
|
|
|
7
|
|
|
7
|
|
|
•
|
|
|
Pre-approve all audit and non-audit services provided by the independent auditors, assess the independent auditors' qualifications and independence and review the independent auditors' performance.
|
|
||||||||||||
|
•
|
|
|
Oversee compliance with applicable legal and regulatory requirements and with the Codes.
|
|
||||||||||||
|
•
|
|
|
Oversee our risk management policies, controls and exposures, including cyber.
|
|
||||||||||||
|
•
|
|
|
Review the performance of the internal audit function and prepare the Report of the Audit Committee for inclusion in the proxy statement.
|
|
||||||||||||
|
Compensation and Human Resources Committee
|
|
|
Kurt L. Darrow
Ronald J. Tanski*
Laura H. Wright
|
|
|
•
|
|
|
Review and approve the executive compensation structure and policies and set the CEO compensation level.
|
|
|
4
|
|
|
4
|
|
|
•
|
|
|
Review and recommend to the Board incentive compensation plans, review and approve the grant of stock and other stock-based awards pursuant to the incentive plans and review and approve corporate financial and business goals and target awards, and the payment of performance incentives, pursuant to the annual incentive plans.
|
|
||||||||||||
|
•
|
|
|
Produce an annual report of the Compensation Committee to be included in the proxy statement as required by SEC rules and regulations.
|
|
||||||||||||
|
•
|
|
|
Review and approve the CEO's selection of candidates for officer positions and recommend such candidates to the Board for annual or ad hoc elections.
|
|
||||||||||||
|
•
|
|
|
Review and approve people strategy including: management succession plan, development and selection of key managers and emergency succession plans, organizational development plans and plans to identify, attract and retain high potential employees, diversity programs and other human resource programs.
|
|
||||||||||||
|
•
|
|
|
Review and approve officer stock ownership guidelines and compliance.
|
|
||||||||||||
|
•
|
|
|
Review and advise the Board concerning the management succession plan and review the organizational and leadership development plans and programs.
|
|
||||||||||||
|
Finance Committee
|
|
|
Ralph Izzo
Suzanne F. Shank*
John G. Sznewajs
Ronald J. Tanski
|
|
|
•
|
|
|
Review and make recommendations to the Board concerning the financing and investment plans and policies for funded employee benefit plans.
|
|
|
3
|
|
|
3
|
|
|
•
|
|
|
Approve short- and long-term financing plans.
|
|
|
|
|
|
||||||||
|
•
|
|
|
Approve financial policies relating to cash flow, capital structure and dividends.
|
|
|
|
|
|
||||||||
|
•
|
|
|
Recommend Board action to declare dividends.
|
|
|
|
|
|
||||||||
|
•
|
|
|
Review Financial Authorities Policy that sets out the approval requirements for various financial transactions and recommend appropriate changes. Review and approve potential project investments and other significant capital expenditures and monitor the progress of significant capital projects.
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
19
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Members
*Committee Chairperson
|
|
|
|
|
|
|
2024 Meetings
|
|
||||||
|
Committees
|
|
|
Primary Responsibilities
|
|
|
CMS
|
|
|
Consumers
|
|
||||||
|
Governance, Sustainability and Public Responsibility Committee
|
|
|
Deborah H. Butler
Kurt L. Darrow
Myrna M. Soto*
Laura H. Wright
|
|
|
•
|
|
|
Establish and review our Principles, consider candidates properly recommended by shareholders, identify and recommend director candidates, consider resignations of Directors and review public responsibility matters.
|
|
|
3
|
|
|
3
|
|
|
•
|
|
|
Recommend ways for the Board to enhance overall performance and effectiveness.
|
|
||||||||||||
|
•
|
|
|
Annually review the operation and performance of the Board and Committees.
|
|
||||||||||||
|
•
|
|
|
Review the Codes and recommend actions to the Board in cases where directors have violated the Directors' Code.
|
|
||||||||||||
|
•
|
|
|
Review stakeholder outreach, stewardship and corporate social responsibility matters and oversee sustainability matters.
|
|
||||||||||||
|
•
|
|
|
Review political and charitable contributions.
|
|
||||||||||||
|
Executive Committee
|
|
|
John G. Russell*
Suzanne F. Shank
Myrna M. Soto
John G. Sznewajs
Ronald J. Tanski
Laura H. Wright
|
|
|
•
|
|
|
Exercise the power and authority of the Board as may be necessary during the intervals between Board meetings, subject to such limitations as are provided by law or by resolution of the Board.
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Plan design and administration risk;
|
•
|
Say-on-Pay/proxy advisor/reputation risk; and
|
•
|
Talent risk.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
20
|
|
|
|
|
TABLE OF CONTENTS
•
|
whether the transaction involves the provision of goods or services that are available from unaffiliated third parties;
|
•
|
whether the terms of the proposed transaction are at least as favorable as those that might be achieved with an unaffiliated third party;
|
•
|
the size of the transaction and the amount of consideration payable to a Related Party;
|
•
|
the nature of the interest of the applicable Related Party; and
|
•
|
whether the transaction may involve an actual or apparent conflict of interest, or embarrassment or potential embarrassment when disclosed.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
21
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
in Cash
|
|
|
Stock Awards
(1) (2)
|
|
|
Other Compensation
|
|
|
Total
|
|
|
|
Name (a)
|
|
|
($) (b)
|
|
|
($) (c)
|
|
|
($) (d)
|
|
|
($) (e)
|
|
|
Deborah H. Butler
|
|
|
120,000
|
|
|
175,000
|
|
|
-
|
|
|
295,000
|
|
|
Kurt L. Darrow
|
|
|
123,333
|
|
|
175,000
|
|
|
-
|
|
|
298,333
|
|
|
Ralph Izzo
|
|
|
120,000
|
|
|
175,000
|
|
|
-
|
|
|
295,000
|
|
|
John G. Russell
|
|
|
290,000
|
|
|
175,000
|
|
|
1,000 (3)
|
|
|
466,000
|
|
|
Suzanne F. Shank
|
|
|
133,333
|
|
|
175,000
|
|
|
-
|
|
|
308,333
|
|
|
Myrna M. Soto
|
|
|
140,000
|
|
|
175,000
|
|
|
-
|
|
|
315,000
|
|
|
John G. Sznewajs
|
|
|
140,417
|
|
|
175,000
|
|
|
-
|
|
|
315,417
|
|
|
Ronald J. Tanski
|
|
|
128,334
|
|
|
175,000
|
|
|
-
|
|
|
303,334
|
|
|
Laura H. Wright
|
|
|
144,375
|
|
|
175,000
|
|
|
-
|
|
|
319,375
|
|
|
Former Director:
|
|
|
|
|
|
|
|
|
|
||||
|
Jon E. Barfield
|
|
|
67,083
|
|
|
175,000
|
|
|
(4)
|
|
|
242,083
|
|
|
William D. Harvey
|
|
|
60,417
|
|
|
-
|
|
|
(5)
|
|
|
60,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts represent the aggregate grant date fair value of the annual equity awards to the non-employee Directors. See Note 11, Stock-based Compensation, to the Consolidated Financial Statements included in CMS' and Consumers' Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the relevant assumptions used in calculating the aggregate grant date fair value pursuant to the Financial Accounting Standards Board Accounting Standards Codifications Topic 718 Compensation - Stock Compensation (ASC 718).
|
(2)
|
The aggregate number of shares of unvested restricted stock outstanding as of December 31, 2024, for non-employee Director Wright was 2,843. Directors Butler, Darrow, Izzo, Russell, Shank, Soto, Sznewajs, Tanski and former Directors Barfield and Harvey had no shares of unvested restricted stock outstanding as of December 31, 2024. The aggregate number of shares of outstanding restricted stock units as of December 31, 2024, for each non-employee Director were as follows: Butler 32,216; Darrow 21,527; Izzo 5,678; Russell and Tanski 2,910; Shank 13,941; Soto 20,568; and Sznewajs 27,926. Director Wright and former Directors Barfield and Harvey had no outstanding restricted stock units as of December 31, 2024.
|
(3)
|
Amounts in this column represent matching gift contributions made by the Corporation to charitable organizations to which the Director made a contribution. The Corporation's matching gift contribution program is available to all CMS and Consumers employees and retirees.
|
(4)
|
The CMS Energy Foundation made a charitable contribution on behalf of Barfield after his passing.
|
(5)
|
The CMS Energy Foundation made a charitable contribution on behalf of Harvey upon his retirement from the Board.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Annual
Cash Retainer
|
|
|
Chairman
of the Board
|
|
|
Presiding
Director
|
|
|
Chair of
the Audit
Committee
|
|
|
Other Members
of
the Audit
Committee
|
|
|
Chair of the
Compensation
Committee
|
|
|
Chairs of the
Finance and
Governance
Committees
|
|
|
2024
|
|
|
$115,000
|
|
|
$175,000
|
|
|
$30,000
|
|
|
$22,500
|
|
|
$5,000
|
|
|
$20,000
|
|
|
$20,000
|
|
|
2025
|
|
|
$115,000
|
|
|
$175,000
|
|
|
$35,000
|
|
|
$25,000
|
|
|
$10,000
|
|
|
$20,000
|
|
|
$20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
22
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
Number of Shares Beneficially Owned With:
|
|
|||||||||||||
|
Name and Address of Beneficial Owner
|
|
|
Number of
CMS Shares
Beneficially
Owned (1)
|
|
|
Number of
Consumers
Shares
Beneficially
Owned (2)
|
|
|
Percentage
of Beneficial
Ownership (3)
|
|
|
Sole Voting
Power
|
|
|
Shared
Voting
Power
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
|
|
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355
(Schedule 13G/A filed on February 13, 2024)
|
|
|
37,037,011
|
|
|
N/A
|
|
|
12.4
|
|
|
None
|
|
|
501,056
|
|
|
35,660,607
|
|
|
1,376,404
|
|
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055
(Schedule 13G/A filed on January 8, 2024)
|
|
|
29,300,449
|
|
|
N/A
|
|
|
9.8
|
|
|
27,456,392
|
|
|
None
|
|
|
29,300,449
|
|
|
None
|
|
|
JP Morgan Chase & Co.
383 Madison Ave. New York, NY 10179
(Schedule 13G/A filed on October 17, 2024)
|
|
|
23,271,815
|
|
|
N/A
|
|
|
7.8
|
|
|
20,305,657
|
|
|
151,966
|
|
|
23,112,742
|
|
|
153,866
|
|
|
State Street Corporation
One Congress Street, Boston, MA 02114
(Schedule 13G/A filed on January 25, 2024)
|
|
|
17,239,056
|
|
|
N/A
|
|
|
5.8
|
|
|
None
|
|
|
10,106,765
|
|
|
None
|
|
|
17,190,926
|
|
|
CMS Energy Corporation
One Energy Plaza
Jackson, MI 49201
|
|
|
N/A
|
|
|
84,108,789
|
|
|
99.6
|
|
|
84,108,789
|
|
|
None
|
|
|
84,108,789
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Based solely upon information contained in Schedules 13G and 13G/A filed by each beneficial owner with the SEC pursuant to Rule 13d-1(b) of the Exchange Act regarding their respective holdings of CMS common stock. The Corporation maintains ordinary course of business relationships (such as brokerage, asset management, banking services or other transactions), unrelated to their CMS common stock ownership, with some of these beneficial owners and their subsidiaries. The Corporation does not consider any of these relationships to be material.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
23
|
|
|
|
|
TABLE OF CONTENTS
(2)
|
CMS is the holder of all Consumers' outstanding common stock consisting of 84,108,789 shares. Neither CMS nor any of its subsidiaries hold any shares of Consumers' preferred stock.
|
(3)
|
The percentages are calculated based on the information contained in Schedules 13G and 13G/A filed by each beneficial owner and the number of outstanding shares of CMS common stock on March 4, 2025.
|
|
|
|
|
|
|
|
Name
|
|
|
Number of Shares
Beneficially Owned (1)
|
|
|
Deborah H. Butler
|
|
|
33,982
|
|
|
Kurt L. Darrow
|
|
|
39,697
|
|
|
Ralph Izzo
|
|
|
5,721
|
|
|
John G. Russell
|
|
|
144,081
|
|
|
Suzanne F. Shank
|
|
|
18,300
|
|
|
Myrna M. Soto
|
|
|
35,159
|
|
|
John G. Sznewajs
|
|
|
31,748
|
|
|
Ronald J. Tanski
|
|
|
15,621
|
|
|
Laura H. Wright
|
|
|
38,811
|
|
|
Garrick J. Rochow
|
|
|
540,155
|
|
|
Rejji P. Hayes
|
|
|
243,104
|
|
|
Brandon J. Hofmeister
|
|
|
71,932
|
|
|
Shaun M. Johnson
|
|
|
94,174
|
|
|
LeeRoy Wells Jr.
|
|
|
84,478
|
|
|
All Directors and executive officers (2)(3)
|
|
|
1,470,685
|
|
|
|
|
|
|
|
(1)
|
Restricted stock awards are included in the number of shares shown above. Rochow, Hayes, Hofmeister, Johnson and Wells Jr., as well as all other executive officers of CMS and Consumers as a group, held 352,882, 111,294, 49,491, 62,339, 55,676 and 56,171 shares of restricted stock, respectively. The number of shares shown above includes the shares that each person or group of persons named in the table has the right to acquire within 60 days of March 4, 2025, including restricted stock units, and no shares are pledged as security. Except for Hofmeister, whose son owns 1 share of CMS common stock, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
|
(2)
|
This group includes the Directors of CMS and Consumers, and the executive officers of both CMS and Consumers. As of March 4, 2025, the Directors and executive officers of CMS and Consumers collectively owned less than 0.5% of the outstanding shares of CMS common stock. Each of the persons named in the table above individually owns less than 0.5% of the outstanding shares of CMS common stock.
|
(3)
|
None of the CMS and Consumers Directors or executive officers own any class of Consumers' voting securities.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
24
|
|
|
|
|
TABLE OF CONTENTS
•
|
Garrick J. Rochow (President and CEO);
|
•
|
Rejji P. Hayes (Executive Vice President and CFO);
|
•
|
Brandon J. Hofmeister (Senior Vice President, Sustainability and External Affairs);
|
•
|
Shaun M. Johnson (General Counsel and Senior Vice President, Business Optimization); and
|
•
|
LeeRoy Wells Jr. (Senior Vice President, Operations).
|
•
|
Restored power to >93% of customers within 24 hours in 2024, compared to 87% in 2023
|
•
|
Provided approximately $70M of customer assistance to help keep bills affordable
|
•
|
Achieved approximately $230 million in customer benefits from owned generation versus market purchases
|
•
|
Achieved >360 MW of incremental load growth, adding approximately 4,000 jobs and $5.3B of investment in Michigan
|
•
|
Named Top Utility in Economic Development by Site Selection Magazine
|
•
|
Sold the Appliance Service Plan business resulting in a $110M gain, which was shared with customers
|
•
|
Successfully filed a Renewable Energy Plan during 2024 that includes the addition of 1 GW of solar and 2.8 GW of wind energy to long-term plan and outlines plans to achieve Michigan's 2023 Energy Law requirements
|
•
|
Implemented >$210M of capital investments for gas main and vintage service pipeline replacements resulting in 472MT of methane reduction
|
•
|
Voluntary Green Pricing Program growth to >690 MW after program cap was removed
|
•
|
Enhanced, restored or protected >2,900 acres of land and diverted 90% of waste from landfills
|
•
|
Delivered 2024 Adjusted Earnings Per Share* of $3.34 under our Annual Incentive Plan, which exceeded our target of $3.29
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
25
|
|
|
|
|
TABLE OF CONTENTS
•
|
Increased the 2024 common stock dividend to $2.06 per share on an annualized basis - the 19th consecutive common stock dividend increase
|
•
|
Achieved >$110M of waste elimination savings through the CE Way
|
•
|
Sold approximately $110M of 2023 and 2024 renewable tax credits
|
•
|
Settled fourth consecutive gas rate case
|
•
|
Named TRENDSETTER company by CPA-Zicklin Index for corporate political disclosure and accountability
|
•
|
Marked the 14th year with 5-year and 10-year performance of CMS Total Shareholder Return ("TSR") at or above the median of our Performance Peer Group, as shown below
|
(1)
|
The companies included in the Performance Peer Group are detailed in the Objectives of Our Executive Compensation Program section of this Compensation Discussion and Analysis.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
26
|
|
|
|
|
TABLE OF CONTENTS
•
|
a majority of pay in variable elements;
|
•
|
a majority of variable pay in LTI awards;
|
•
|
a majority of LTI delivered in performance-based restricted stock;
|
•
|
all LTI denominated and settled in equity;
|
•
|
LTI payouts capped at target if three-year absolute performance is not positive;
|
•
|
a balance of metrics used in annual incentives and LTI;
|
•
|
stock ownership guidelines for NEOs, which exclude stock options and unvested performance-based restricted stock awards when determining compliance;
|
•
|
change-in-control agreements that require a double-trigger for the accelerated vesting of equity awards;
|
•
|
a policy that prohibits hedging and pledging of the Corporation's securities by officers;
|
•
|
annual reviews of risk within our incentive programs;
|
•
|
annual reviews of our Compensation Peer Group and Performance Peer Group; and
|
•
|
regular briefings from the Compensation Committee's independent compensation consultant regarding key trends and legislative and regulatory updates.
|
•
|
excessive perquisites - no planes, cars, clubs or financial planning, with an annual physical examination being the principal perquisite provided to our executives in 2024;
|
•
|
dividends paid on unvested performance-based restricted stock awards - in lieu of dividends, recipients receive additional shares of restricted stock that are contingent on the same performance measures and forfeiture conditions applicable to the underlying restricted stock;
|
•
|
employment agreements - our executive agreements are limited to separation and change-in-control agreements, with base salary and annual incentive separation amounts not exceeding three times the NEO's base salary and annual incentive amount, with an average of two times; and
|
•
|
tax gross-ups - none of our separation or change-in-control agreements contain tax gross-ups.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
27
|
|
|
|
|
TABLE OF CONTENTS
•
|
Align With Increasing Shareholder and Customer Value;
|
•
|
Enable Us to Compete for and Secure Top Executive Talent;
|
•
|
Reward Measurable Results; and
|
•
|
Be Fair and Competitive.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
28
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
29
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
30
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Percent of Total Direct
Compensation That is:
|
|
|
Percent of Variable At-risk Total
Direct Compensation That is:
|
|
|
Percent of Total Direct
Compensation That is:
|
|
||||||||||
|
|
|
Variable At-risk (2)
|
|
|
Fixed (3)
|
|
|
Annual (4)
|
|
|
Long-term (5)
|
|
|
Cash-based (6)
|
|
|
Equity-based (7)
|
|
|
|
Garrick J. Rochow
|
|
|
86%
|
|
|
14%
|
|
|
20%
|
|
|
80%
|
|
|
31%
|
|
|
69%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Percent of Total Direct
Compensation That is:
|
|
|
Percent of Variable At-risk Total
Direct Compensation That is:
|
|
|
Percent of Total Direct
Compensation That is:
|
|
||||||||||
|
|
|
Variable At-risk (2)
|
|
|
Fixed (3)
|
|
|
Annual (4)
|
|
|
Long-term (5)
|
|
|
Cash-based (6)
|
|
|
Equity-based (7)
|
|
|
|
Rejji P. Hayes
|
|
|
77%
|
|
|
23%
|
|
|
24%
|
|
|
76%
|
|
|
42%
|
|
|
58%
|
|
|
Brandon J. Hofmeister
|
|
|
69%
|
|
|
31%
|
|
|
29%
|
|
|
71%
|
|
|
51%
|
|
|
49%
|
|
|
Shaun M. Johnson
|
|
|
73%
|
|
|
27%
|
|
|
28%
|
|
|
72%
|
|
|
47%
|
|
|
53%
|
|
|
LeeRoy Wells Jr.
|
|
|
72%
|
|
|
28%
|
|
|
30%
|
|
|
70%
|
|
|
50%
|
|
|
50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For purposes of these tables, (i) total direct compensation includes the sum of actual base salary, Annual Incentive Plan target amount and the market value determined on the date of grant (assuming performance-based restricted stock at target and excluding dividend equivalents) of the Stock Plan equity awards and (ii) Annual Incentive Plan and Stock Plan equity award values are each shown at target.
|
(2)
|
Amounts in this column represent Annual Incentive Plan plus Stock Plan equity award value (performance and tenure) divided by total direct compensation.
|
(3)
|
Amounts in this column represent base salary divided by total direct compensation.
|
(4)
|
Amounts in this column represent Annual Incentive Plan divided by Annual Incentive Plan plus Stock Plan equity award value.
|
(5)
|
Amounts in this column represent Stock Plan equity award value divided by Annual Incentive Plan plus Stock Plan equity award value.
|
(6)
|
Amounts in this column represent base salary plus Annual Incentive Plan divided by total direct compensation.
|
(7)
|
Amounts in this column represent Stock Plan equity award value divided by total direct compensation.
|
•
|
officers of the Compensation Peer Group (as well as other market data as described above), as a means to measure external competitiveness and
|
•
|
other senior employees of CMS, as a means to assess internal fairness.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
31
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
Alliant Energy Corporation
|
|
|
Edison International
|
|
|
Pinnacle West Capital Corporation
|
|
|
Ameren Corporation
|
|
|
Entergy Corporation
|
|
|
PPL Corporation
|
|
|
Atmos Energy Corporation
|
|
|
Eversource Energy
|
|
|
Public Service Enterprise Group Inc.
|
|
|
CenterPoint Energy, Inc.
|
|
|
Hawaiian Electric Industries, Inc.
|
|
|
Sempra
|
|
|
Consolidated Edison, Inc.
|
|
|
NiSource Inc.
|
|
|
WEC Energy Group, Inc.
|
|
|
DTE Energy Company
|
|
|
OGE Energy Corp.
|
|
|
Xcel Energy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
32
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
The AES Corporation
|
|
|
Entergy Corporation
|
|
|
Ormat Technologies, Inc.
|
|
|
ALLETE, Inc.
|
|
|
Essential Utilities, Inc.
|
|
|
PG&E Corporation
|
|
|
Alliant Energy Corporation
|
|
|
Evergy, Inc.
|
|
|
Pinnacle West Capital Corporation
|
|
|
Ameren Corporation
|
|
|
Eversource Energy
|
|
|
PNM Resources, Inc.
|
|
|
American Electric Power Co., Inc.
|
|
|
Exelon Corporation
|
|
|
Portland General Electric
|
|
|
American Water Works Company, Inc.
|
|
|
FirstEnergy Corp.
|
|
|
PPL Corporation
|
|
|
Atmos Energy Corporation
|
|
|
IDACORP, Inc.
|
|
|
Public Service Enterprise Group Inc.
|
|
|
Black Hills Corporation
|
|
|
National Fuel Gas Company
|
|
|
Sempra
|
|
|
CenterPoint Energy, Inc.
|
|
|
New Jersey Resource Corp.
|
|
|
The Southern Company
|
|
|
Consolidated Edison, Inc.
|
|
|
NextEra Energy, Inc.
|
|
|
Southwest Gas Holdings, Inc.
|
|
|
Constellation Energy Corporation
|
|
|
NiSource Inc.
|
|
|
Spire Inc.
|
|
|
Dominion Energy, Inc.
|
|
|
NorthWestern Corporation
|
|
|
UGI Corporation
|
|
|
DTE Energy Company
|
|
|
NRG Energy
|
|
|
Vistra Corp.
|
|
|
Duke Energy Corporation
|
|
|
OGE Energy Corp.
|
|
|
WEC Energy Group, Inc.
|
|
|
Edison International
|
|
|
ONE Gas, Inc.
|
|
|
Xcel Energy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 Base Salary (1)
|
|
|
2024 Base Salary (1)
|
|
|
Percentage Increase (2)
|
|
|
|
Garrick J. Rochow
|
|
|
$1,235,000
|
|
|
$1,250,000
|
|
|
1.2%
|
|
|
Rejji P. Hayes
|
|
|
$790,000
|
|
|
$810,000
|
|
|
2.5%
|
|
|
Brandon J. Hofmeister
|
|
|
$535,000
|
|
|
$545,000
|
|
|
1.9%
|
|
|
Shaun M. Johnson
|
|
|
$565,000
|
|
|
$620,000
|
|
|
9.7% (3)
|
|
|
LeeRoy Wells Jr.
|
|
|
$545,000
|
|
|
$575,000
|
|
|
5.5% (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents annual base salary level, in effect on December 31st of each year.
|
(2)
|
Annual increases are due to annual merit increases and market adjustments. When making merit increases and market adjustments for 2024, the Compensation Committee considered internal pay equity, tenure, market data from the Compensation Committee's independent compensation consultant and individual performance.
|
(3)
|
Annual increase is due to an annual merit increase and market adjustments to bring each NEO closer to the market median, effective January 1, 2024.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
33
|
|
|
|
|
TABLE OF CONTENTS
•
|
the threshold, target and maximum incentive levels and incentives paid in recent years;
|
•
|
the relative importance, in any given year, of each performance goal established pursuant to the Annual Incentive Plan; and
|
•
|
the advice of the compensation consultant as to compensation practices at other companies in the Compensation Peer Group and within the utility industry.
|
|
|
|
|
|
|
|
Garrick J. Rochow
|
|
|
125%
|
|
|
Rejji P. Hayes
|
|
|
80%
|
|
|
Brandon J. Hofmeister
|
|
|
65%
|
|
|
Shaun M. Johnson
|
|
|
75%
|
|
|
LeeRoy Wells Jr. (1)
|
|
|
75%
|
|
|
|
|
|
|
|
(1)
|
Target Award Percentage increased by 5% compared to 2023 to align with the market competitive rate for the position.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
34
|
|
|
|
|
TABLE OF CONTENTS
•
|
gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS;
|
•
|
changes in accounting principles resulting from new or revised accounting standards not included in the budget;
|
•
|
large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS;
|
•
|
3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS);
|
•
|
legal and settlement costs or gains related to previously sold assets;
|
•
|
regulatory recovery for prior year changes;
|
•
|
changes in legacy tax reform;
|
•
|
changes in federal tax policy; and
|
•
|
unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy's interest expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payout Range
|
|
|
Target (1)
|
|
|
Actual (GAAP) Results
|
|
|
Annual Incentive Results
|
|
|
Payout Achievement (%)
|
|
|
|
Annual Incentive EPS
|
|
|
$3.17 -$3.51
|
|
|
$3.29
|
|
|
$3.33
|
|
|
$3.34
|
|
|
136%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
2024 Annual Incentive EPS goal is higher than 2023 results.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
35
|
|
|
|
|
TABLE OF CONTENTS
(1)
|
High-Risk injuries are recordable or non-recordable injury caused by a release of high energy.
|
|
|
|
|
|
|
|
|
|
Payout Achievement (%)
|
|
|
|
Annual Incentive EPS
|
|
|
95% (136% achievement X 70% weighting)
|
|
|
Annual Incentive Utility
|
|
|
37% (124% achievement X 30% weighting)
|
|
|
Total Payout
|
|
|
133%
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
36
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|||
|
Achievement Level
|
|
|
Peer Group
|
|
|
Award Level
|
|
|||
|
Minimum
|
|
|
30th Percentile
|
|
|
50%
|
|
|
|
|
|
Target
|
|
|
Median
|
|
|
100%
|
|
|
|
|
|
70th Percentile
|
|
|
70th Percentile
|
|
|
150%
|
|
|
|
|
|
Maximum
|
|
|
90th Percentile
|
|
|
200%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS;
|
•
|
changes in accounting principles resulting from new or revised accounting standards not included in the budget;
|
•
|
large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS;
|
•
|
3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS);
|
•
|
legal and settlement costs or gains related to previously sold assets;
|
•
|
regulatory recovery for prior year changes;
|
•
|
changes in legacy tax reform;
|
•
|
changes in federal tax policy; and
|
•
|
unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy Company's interest expense.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
37
|
|
|
|
|
TABLE OF CONTENTS
•
|
re-pricing of stock options by reducing the exercise price;
|
•
|
buy-backs; and
|
•
|
cancellation of previously granted stock options and subsequent re-grant at a lower exercise price than the canceled stock option.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
38
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
39
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
40
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
Garrick J. Rochow
|
|
|
6X base salary
|
|
|
Rejji P. Hayes
|
|
|
3X base salary
|
|
|
Brandon J. Hofmeister
|
|
|
2X base salary
|
|
|
Shaun M. Johnson
|
|
|
2X base salary
|
|
|
LeeRoy Wells Jr.
|
|
|
2X base salary
|
|
|
|
|
|
|
|
•
|
all future restricted stock awards will have sale restrictions until compliance is achieved;
|
•
|
if after three years, an officer is not actively making progress toward the guidelines, 50% of any annual incentive may be paid in shares of restricted stock at the discretion of the Compensation Committee;
|
•
|
after the compliance deadline, officers will not be authorized to sell shares of CMS common stock if such a sale would cause them to drop below the ownership guidelines; and
|
•
|
after the compliance deadline, a portion or all of any annual incentive will be paid in shares of restricted stock as necessary to bring the officer into compliance with the ownership guidelines.
|
•
|
recommending performance measures and metrics that are formulated based on our corporate strategy and priorities;
|
•
|
reporting executive performance evaluations;
|
•
|
recommending base salary levels and other compensation, including equity awards; and
|
•
|
recommending appointment of executives.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
41
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
42
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal
Position
|
|
|
Year
|
|
|
Salary
(1)
|
|
|
Stock
Awards
(2)
|
|
|
Non-Equity Incentive
Plan Compensation
(3)
|
|
|
Change in
Pension Value
and
Nonqualified Deferred
Compensation Earnings
(4)
|
|
|
All Other
Compensation
(5)
|
|
|
Total
|
|
|
(a)
|
|
|
(b)
|
|
|
($) (c)
|
|
|
($) (e)
|
|
|
($) (f)
|
|
|
($) (g)
|
|
|
($) (h)
|
|
|
($) (i)
|
|
|
Garrick J. RochowPresident and CEO,
CMS and Consumers
|
|
|
2024
|
|
|
1,250,000
|
|
|
6,651,245
|
|
|
2,078,125
|
|
|
261
|
|
|
421,778
|
|
|
10,401,409
|
|
|
2023
|
|
|
1,235,000
|
|
|
6,033,036
|
|
|
1,945,125
|
|
|
198
|
|
|
423,851
|
|
|
9,637,210
|
|
|||
|
2022
|
|
|
1,150,000
|
|
|
5,265,456
|
|
|
1,987,200
|
|
|
107
|
|
|
303,431
|
|
|
8,706,194
|
|
|||
|
Rejji P. Hayes
Executive Vice President
and CFO,
CMS and Consumers
|
|
|
2024
|
|
|
810,000
|
|
|
2,082,626
|
|
|
861,840
|
|
|
-
|
|
|
256,918
|
|
|
4,011,384
|
|
|
2023
|
|
|
790,000
|
|
|
1,936,135
|
|
|
796,320
|
|
|
-
|
|
|
233,154
|
|
|
3,755,609
|
|
|||
|
2022
|
|
|
768,836
|
|
|
1,721,432
|
|
|
885,699
|
|
|
-
|
|
|
210,712
|
|
|
3,586,679
|
|
|||
|
Brandon J. Hofmeister
Senior Vice President,
Sustainability and External Affairs, CMS and Consumers
|
|
|
2024
|
|
|
545,000
|
|
|
905,858
|
|
|
471,152
|
|
|
-
|
|
|
139,267
|
|
|
2,061,277
|
|
|
2023
|
|
|
535,000
|
|
|
877,706
|
|
|
438,165
|
|
|
-
|
|
|
143,337
|
|
|
1,994,208
|
|
|||
|
2022
|
|
|
525,000
|
|
|
810,105
|
|
|
491,400
|
|
|
-
|
|
|
114,174
|
|
|
1,940,679
|
|
|||
|
Shaun M. Johnson
General Counsel and Senior Vice President,
Business Optimization, CMS and Consumers
|
|
|
2024
|
|
|
620,000
|
|
|
1,249,550
|
|
|
618,450
|
|
|
-
|
|
|
160,576
|
|
|
2,648,576
|
|
|
2023
|
|
|
565,000
|
|
|
1,006,849
|
|
|
533,925
|
|
|
-
|
|
|
157,421
|
|
|
2,263,195
|
|
|||
|
2022
|
|
|
540,000
|
|
|
810,105
|
|
|
583,200
|
|
|
-
|
|
|
117,805
|
|
|
2,051,110
|
|
|||
|
LeeRoy Wells Jr. (6)
Senior Vice President,
Operations, CMS and Consumers
|
|
|
2024
|
|
|
575,000
|
|
|
1,067,357
|
|
|
573,562
|
|
|
-
|
|
|
135,586
|
|
|
2,351,505
|
|
|
2023
|
|
|
545,000
|
|
|
955,139
|
|
|
480,690
|
|
|
-
|
|
|
132,003
|
|
|
2,112,832
|
|
|||
|
2022
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts reported in this column include amounts deferred by the NEOs.
|
(2)
|
The amounts represent the aggregate grant date fair value of the awards, which, with respect to those awards with a performance component, is based upon the probable outcome of the performance conditions, determined pursuant to ASC 718 and take into account the expected CMS common stock dividend yield associated with the 2022, 2023 and 2024 awards. See Note 11, Stock-based Compensation, to the Consolidated Financial Statements included in CMS' and Consumers' Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the relevant assumptions used in calculating the aggregate grant date fair value pursuant to ASC 718. The TSR vesting condition related to the performance-based restricted stock awards is considered a market condition and not a performance condition under ASC 718. Accordingly, there is no grant date fair value below or in excess of the amounts reflected in the table above that could be calculated and disclosed based on achievement of market conditions. The EPS growth vesting condition is a performance condition under ASC 718.
|
(3)
|
The amounts reported in this column for 2024 consist of cash incentive awards earned in 2024 under our Annual Incentive Plan.
|
(4)
|
This column does not reflect compensation paid to the NEO but instead represents the aggregate annual increase, as of December 31, 2022, December 31, 2023 and December 31, 2024, in actuarial values of each of the participating NEO's benefits under the Cash Balance Plan. The actuarial values are calculated pursuant to Financial Accounting Standards Board Accounting Codification Topic 715, Compensation - Retirement Benefits (ASC 715), and take into account discount rates and implementation of the current 2021 mortality table. See Note 10, Retirement Benefits, to the Consolidated Financial Statements included in CMS' and Consumers' Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the relevant assumptions used in determining these amounts. Rochow was covered by the Cash Balance Plan.
|
(5)
|
Detail supporting all other compensation for 2024 is reflected in the 2024 All Other Compensation Table, below.
|
(6)
|
Wells Jr. was not a NEO prior to 2023.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
43
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
44
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
Contributions
to Employees'
Savings Plan and
DCCP
|
|
|
Registrant
Contributions to
Nonqualified
Deferred
Compensation
Plans (1)
|
|
|
Life
Insurance
Premium
|
|
|
Executive
Physical
(2)
|
|
|
Total
|
|
|
|
Name
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Garrick J. Rochow
|
|
|
42,202 (3)
|
|
|
373,812 (4)
|
|
|
1,764
|
|
|
4,000
|
|
|
421,778
|
|
|
Rejji P. Hayes
|
|
|
41,034 (5)
|
|
|
210,470 (6)
|
|
|
1,414
|
|
|
4,000
|
|
|
256,918
|
|
|
Brandon J. Hofmeister
|
|
|
41,248 (7)
|
|
|
93,067 (8)
|
|
|
952
|
|
|
4,000
|
|
|
139,267
|
|
|
Shaun M. Johnson
|
|
|
40,850 (9)
|
|
|
114,643 (10)
|
|
|
1,083
|
|
|
4,000
|
|
|
160,576
|
|
|
LeeRoy Wells Jr.
|
|
|
42,262 (11)
|
|
|
88,319 (12)
|
|
|
1,005
|
|
|
4,000
|
|
|
135,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts reflected in this column are also disclosed in the subsequent 2024 Nonqualified Deferred Compensation Table (column (c)).
|
(2)
|
The amounts reflected in this column represent the maximum amount expended on an individual annual executive physical examination for a NEO. The maximum amount is used for all NEOs to ensure that no protected health-related information is disclosed.
|
(3)
|
Includes $24,150 contributed by the Corporation under the DCCP.
|
(4)
|
Includes $319,512 contributed by the Corporation under the DC SERP and $54,300 contributed by the Corporation under the DSSP.
|
(5)
|
Includes $20,700 contributed by the Corporation under the DCCP.
|
(6)
|
Includes $182,570 contributed by the Corporation under the DC SERP and $27,900 contributed by the Corporation under the DSSP.
|
(7)
|
Includes $20,700 contributed by the Corporation under the DCCP.
|
(8)
|
Includes $81,067 contributed by the Corporation under the DC SERP and $12,000 contributed by the Corporation under the DSSP.
|
(9)
|
Includes $20,700 contributed by the Corporation under the DCCP.
|
(10)
|
Includes $98,143 contributed by the Corporation under the DC SERP and $16,500 contributed by the Corporation under the DSSP.
|
(11)
|
Includes $24,150 contributed by the Corporation under the DCCP.
|
(12)
|
Includes $88,319 contributed by the Corporation under the DC SERP.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
45
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)
|
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock (3)
(#) (i)
|
|
|
Grant Date Fair
Value of Stock
Awards (4)
($) (j)
|
|
|||||||||||||||
|
Name (a)
|
|
|
Grant Date
(b)
|
|
|
Approval
Date
|
|
|
Threshold
($) (c)
|
|
|
Target
($) (d)
|
|
|
Maximum
($) (e)
|
|
|
Threshold
(#) (f)
|
|
|
Target
(#) (g)
|
|
|
Maximum
(#) (h)
|
|
||||||
|
Garrick J. Rochow
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
42,425
|
|
|
84,850
|
|
|
169,700
|
|
|
-
|
|
|
5,054,387
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
28,283
|
|
|
1,596,858
|
|
|||
|
-
|
|
|
-
|
|
|
12,500
|
|
|
1,562,500
|
|
|
3,007,813
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||
|
Rejji P. Hayes
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
13,284
|
|
|
26,568
|
|
|
53,136
|
|
|
-
|
|
|
1,582,616
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,856
|
|
|
500,010
|
|
|||
|
-
|
|
|
-
|
|
|
5,184
|
|
|
648,000
|
|
|
1,247,400
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||
|
Brandon J. Hofmeister
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,778
|
|
|
11,556
|
|
|
23,112
|
|
|
-
|
|
|
688,374
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,852
|
|
|
217,484
|
|
|||
|
-
|
|
|
-
|
|
|
2,834
|
|
|
354,250
|
|
|
681,931
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||
|
Shaun M. Johnson
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
7,970
|
|
|
15,940
|
|
|
31,880
|
|
|
-
|
|
|
949,522
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,314
|
|
|
300,028
|
|
|||
|
-
|
|
|
-
|
|
|
3,720
|
|
|
465,000
|
|
|
895,125
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||
|
LeeRoy Wells Jr.
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,808
|
|
|
13,616
|
|
|
27,232
|
|
|
-
|
|
|
811,085
|
|
|
1/25/2024
|
|
|
1/24/2024
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,539
|
|
|
256,272
|
|
|||
|
-
|
|
|
-
|
|
|
3,450
|
|
|
431,250
|
|
|
830,156
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts consist of cash awards under our Annual Incentive Plan. For each NEO, the payment was 133% of target and is reported as Non-Equity Incentive Plan Compensation in the 2024 Summary Compensation Table. These cash awards were granted and earned in 2024, with the payouts approved by the Compensation Committee in late January 2025 and the awards paid in March 2025.
|
(2)
|
These awards consist of the performance-based restricted stock awarded under our Stock Plan. Seventy-five percent (75%) of the 2024 annual restricted stock awards were performance-based and vest 100% three years after the original award date, contingent on a comparison of TSR performance and EPS growth to the Performance Peer Group during the January 1, 2024 to December 31, 2026 performance period.
|
(3)
|
These awards consist of the remaining 25% of the 2024 annual restricted stock awards awarded under our Stock Plan that vest based upon tenure only on the three-year anniversary of the award date.
|
(4)
|
The amounts in column (j) are based upon the aggregate grant date fair value of the awards reported in columns (g) and (i) as determined pursuant to ASC 718, based upon probable outcome of the performance-based vesting conditions. See Note 11, Stock-based Compensation, to the Consolidated Financial Statements included in CMS' and Consumers' Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the relevant assumptions used in calculating these amounts pursuant to ASC 718.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
46
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|||||||||||||||||||
|
Grant Date and Vest Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have
Not Vested
(3)
|
|
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
(4)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(3) (5)
|
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have
Not Vested
(4) (5) (6)
|
|
|
(a)
|
|
|
(#) (b)
|
|
|
(#) (c)
|
|
|
($) (d)
|
|
|
(e)
|
|
|
(#) (f)
|
|
|
($) (g)
|
|
|
(#) (h)
|
|
|
($) (i)
|
|
|
1/27/2022-1/29/2025
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,573
|
|
|
1,371,190
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-1/29/2025 (1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
35,689
|
|
|
2,378,672
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-3/21/2025 (2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
67,786
|
|
|
4,517,937
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
23,393
|
|
|
1,559,143
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
56,210
|
|
|
3,746,397
|
|
|
1/26/2023-3/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
74,946
|
|
|
4,995,151
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
28,283
|
|
|
1,885,062
|
|
|
-
|
|
|
-
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
65,705
|
|
|
4,379,238
|
|
|
1/25/2024-3/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
87,606
|
|
|
5,838,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|||||||||||||||||||
|
Grant Date and Vest Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have
Not Vested
(3)
|
|
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
(4)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(3) (5)
|
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have
Not Vested
(4) (5) (6)
|
|
|
(a)
|
|
|
(#) (b)
|
|
|
(#) (c)
|
|
|
($) (d)
|
|
|
(e)
|
|
|
(#) (f)
|
|
|
($) (g)
|
|
|
(#) (h)
|
|
|
($) (i)
|
|
|
1/27/2022-1/29/2025
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,726
|
|
|
448,288
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-1/29/2025 (1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
11,668
|
|
|
777,672
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-3/21/2025 (2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
22,162
|
|
|
1,477,097
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
7,507
|
|
|
500,342
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
18,038
|
|
|
1,202,233
|
|
|
1/26/2023-3/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
24,050
|
|
|
1,602,933
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,856
|
|
|
590,252
|
|
|
-
|
|
|
-
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,574
|
|
|
1,371,257
|
|
|
1/25/2024-3/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
27,432
|
|
|
1,828,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
47
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|||||||||||||||||||
|
Grant Date and Vest Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have
Not Vested
(3)
|
|
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
(4)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(3) (5)
|
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have
Not Vested
(4) (5) (6)
|
|
|
(a)
|
|
|
(#) (b)
|
|
|
(#) (c)
|
|
|
($) (d)
|
|
|
(e)
|
|
|
(#) (f)
|
|
|
($) (g)
|
|
|
(#) (h)
|
|
|
($) (i)
|
|
|
1/27/2022-1/29/2025
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,165
|
|
|
210,947
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-1/29/2025 (1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,491
|
|
|
365,975
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-3/21/2025 (2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,430
|
|
|
695,160
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,403
|
|
|
226,810
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,178
|
|
|
545,064
|
|
|
1/26/2023-3/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,904
|
|
|
726,752
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,852
|
|
|
256,736
|
|
|
-
|
|
|
-
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,949
|
|
|
596,451
|
|
|
1/25/2024-3/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
11,932
|
|
|
795,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|||||||||||||||||||
|
Grant Date and Vest Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have
Not Vested
(3)
|
|
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
(4)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(3) (5)
|
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have
Not Vested
(4) (5) (6)
|
|
|
(a)
|
|
|
(#) (b)
|
|
|
(#) (c)
|
|
|
($) (d)
|
|
|
(e)
|
|
|
(#) (f)
|
|
|
($) (g)
|
|
|
(#) (h)
|
|
|
($) (i)
|
|
|
1/27/2022-1/29/2025
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,165
|
|
|
210,947
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-1/29/2025 (1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,491
|
|
|
365,975
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-3/21/2025 (2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,430
|
|
|
695,160
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,904
|
|
|
260,202
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
9,389
|
|
|
625,777
|
|
|
1/26/2023-3/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,518
|
|
|
834,325
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,314
|
|
|
354,178
|
|
|
-
|
|
|
-
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,344
|
|
|
822,728
|
|
|
1/25/2024-3/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16,458
|
|
|
1,096,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
48
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|||||||||||||||||||
|
Grant Date and Vest Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have
Not Vested
(3)
|
|
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
(4)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(3) (5)
|
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have
Not Vested
(4) (5) (6)
|
|
|
(a)
|
|
|
(#) (b)
|
|
|
(#) (c)
|
|
|
($) (d)
|
|
|
(e)
|
|
|
(#) (f)
|
|
|
($) (g)
|
|
|
(#) (h)
|
|
|
($) (i)
|
|
|
1/27/2022-1/29/2025
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,869
|
|
|
191,219
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-1/29/2025 (1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,974
|
|
|
331,517
|
|
|
-
|
|
|
-
|
|
|
1/27/2022-3/21/2025 (2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
9,448
|
|
|
629,709
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,704
|
|
|
246,872
|
|
|
-
|
|
|
-
|
|
|
1/26/2023-1/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,900
|
|
|
593,185
|
|
|
1/26/2023-3/26/2026
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
11,866
|
|
|
790,869
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,539
|
|
|
302,524
|
|
|
-
|
|
|
-
|
|
|
1/25/2024-1/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,545
|
|
|
702,824
|
|
|
1/25/2024-3/25/2027
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
14,060
|
|
|
937,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Included in column (f) are the 2022 performance-based restricted stock awards, which vested based on a comparison of TSR to the Performance Peer Group over January 1, 2022 through December 31, 2024 performance period and recipient's continued service through January 29, 2025. Because the performance period concluded as of December 31, 2024, these awards are reported in column (f) as they remained subject to post-performance period tenure-based vesting requirements as of December 31, 2024. The number of shares reflects the actual shares earned based on the payout percentage achieved of 105.3%.
|
(2)
|
Included in column (f) are the 2022 performance-based restricted stock awards, which vest based on a comparison of EPS growth to the Performance Peer Group over the January 1, 2022 through December 31, 2024 performance period and the recipient's continued service through March 21, 2025. Because the performance period concluded as of December 31, 2024, these awards are reported in column (f) as they remained subject to post-performance period tenure-based vesting requirements as of December 31, 2024. The Compensation Committee will not be able to determine performance until after March 21, 2025. For purposes of this table, we have included the awards based on 200% of the target level awarded.
|
(3)
|
Outstanding shares of restricted stock (based upon the combination of tenure-based awards (column (f)) are reflected at the original share amounts awarded (other than as noted in footnotes (1) and (2) to these tables) and performance-based awards (column (h)) are reflected at the 150% percentage level for 2024 TSR shares and 2023 TSR shares, and at the 200% percentage level for 2024 EPS shares and 2023 EPS shares awarded under the Stock Plan.
|
(4)
|
Calculated based upon the year-end closing price of CMS common stock of $66.65 per share.
|
(5)
|
Per SEC regulations, the shares and dollars disclosed in the above table in columns (h) and (i), are based upon the next higher performance level above target allowable under the Stock Plan. Please see Compensation Discussion and Analysis, The Elements of Our Executive Compensation Program, Equity Compensation, above for a description of the Stock Plan.
|
(6)
|
The performance vesting period for each performance-based grant is as follows:
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
49
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|||||||
|
|
|
Number of Shares
Acquired on Exercise
|
|
|
Value Realized
on Exercise
|
|
|
Number of Shares
Acquired on Vesting
|
|
|
Value Realized
on Vesting (1)
|
|
|
|
Name (a)
|
|
|
(#)
|
|
|
($)
|
|
|
(#) (b)
|
|
|
($) (c)
|
|
|
Garrick J. Rochow
|
|
|
-
|
|
|
-
|
|
|
101,455
|
|
|
5,874,904
|
|
|
Rejji P. Hayes
|
|
|
-
|
|
|
-
|
|
|
49,187
|
|
|
2,848,245
|
|
|
Brandon J. Hofmeister
|
|
|
-
|
|
|
-
|
|
|
14,275
|
|
|
826,617
|
|
|
Shaun M. Johnson
|
|
|
-
|
|
|
-
|
|
|
14,275
|
|
|
826,617
|
|
|
LeeRoy Wells Jr.
|
|
|
-
|
|
|
-
|
|
|
10,986
|
|
|
636,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The value realized is based upon the CMS common stock closing price of $56.44 on January 19, 2024 and $58.97 on March 22, 2024. TSR for the three-year period from January 2021 to December 2023 was 7% while the median TSR for the Performance Peer Group was 12% resulting in the performance-based restricted stock vesting at 71.1% of target on January 19, 2024. Our EPS growth for the three-year period from January 2021 to December 2023 was 26% while the median EPS growth for the Performance Peer Group was 13% resulting in the performance-based restricted stock vesting at 180.4% of target on March 22, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Number of
Years Credited
Service
|
|
|
Present Value of
Accumulated Benefit
|
|
|
Payments During
Last Fiscal Year
|
|
||||
|
Name (a)
|
|
|
Plan Name (b)
|
|
|
(#) (c)
|
|
|
($) (d)
|
|
|
($) (e)
|
|
|
Garrick J. Rochow (1)
|
|
|
Cash Balance Plan
|
|
|
N/A
|
|
|
5,968
|
|
|
-
|
|
|
Rejji P. Hayes (2)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Brandon J. Hofmeister (2)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Shaun M. Johnson (2)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
LeeRoy Wells Jr. (2)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Rochow qualifies for the Cash Balance Plan since he was rehired after June 30, 2003 and before August 30, 2005. See the 2024 All Other Compensation Tableand the 2024 Nonqualified Deferred Compensation Table and the corresponding footnotes for details regarding the other plans in which Rochow participates.
|
(2)
|
Hayes, Hofmeister, Johnson and Wells Jr. who were hired after June 30, 2003, are not eligible to participate in the Cash Balance Plan or any other defined benefit plan of the Corporation. See the 2024 All Other Compensation Table and the 2024 Nonqualified Deferred Compensation Table and the corresponding footnotes for details regarding the plans in which Hayes, Hofmeister, Johnson and Wells Jr. participate.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
50
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Contributions in
Last FY (2)
|
|
|
Registrant
Contributions in
Last
FY (3)
|
|
|
Aggregate
Earnings in Last
FY
|
|
|
Aggregate
Withdrawals/
Distributions in Last
FY
|
|
|
Aggregate Balance
at Last FYE (4)
|
|
||
|
Name (a)
|
|
|
Plan Name
|
|
|
($) (b)
|
|
|
($) (c)
|
|
|
($) (d)
|
|
|
($) (e)
|
|
|
($) (f)
|
|
|
Garrick J. Rochow
|
|
|
DSSP
|
|
|
241,800
|
|
|
54,300
|
|
|
155,184
|
|
|
-
|
|
|
1,504,776
|
|
|
DC SERP
|
|
|
-
|
|
|
319,512
|
|
|
229,412
|
|
|
-
|
|
|
2,224,545
|
|
|||
|
Rejji P. Hayes
|
|
|
DSSP
|
|
|
27,900
|
|
|
27,900
|
|
|
33,789
|
|
|
-
|
|
|
333,445
|
|
|
DC SERP
|
|
|
-
|
|
|
182,570
|
|
|
171,372
|
|
|
-
|
|
|
1,691,148
|
|
|||
|
Brandon J. Hofmeister
|
|
|
DSSP
|
|
|
12,000
|
|
|
12,000
|
|
|
23,673
|
|
|
-
|
|
|
157,670
|
|
|
DC SERP
|
|
|
-
|
|
|
81,067
|
|
|
107,310
|
|
|
-
|
|
|
714,705
|
|
|||
|
Shaun M. Johnson
|
|
|
DSSP
|
|
|
16,500
|
|
|
16,500
|
|
|
22,169
|
|
|
-
|
|
|
199,482
|
|
|
DC SERP
|
|
|
-
|
|
|
98,143
|
|
|
83,953
|
|
|
-
|
|
|
755,446
|
|
|||
|
LeeRoy Wells Jr.
|
|
|
DSSP
|
|
|
-
|
|
|
-
|
|
|
1,532
|
|
|
-
|
|
|
13,917
|
|
|
DC SERP
|
|
|
-
|
|
|
88,319
|
|
|
51,564
|
|
|
-
|
|
|
468,419
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Nonqualified deferred compensation plans are plans providing for deferral of compensation that do not satisfy the minimum coverage, nondiscrimination and other rules that qualify broad-based plans for favorable tax treatment under the IRC. This table only includes the DSSP and DC SERP and does not include the Corporation's contributions or related match to the Savings Plan which is a tax-qualified defined contribution plan and shown in the 2024 All Other Compensation Table.
|
(2)
|
This compensation is also reflected in the 2024 Summary Compensation Table- Salary column.
|
(3)
|
This compensation is also reflected in the 2024 Summary Compensation Table- All Other Compensation column.
|
(4)
|
The following DSSP and DC SERP executive and registrant contributions were previously reported as compensation in the Summary Compensation Tables for 2023 and 2022, respectively: Rochow $617,450 / $484,293; Hayes $191,227 / $199,994; Hofmeister $111,081 / $86,639; Johnson $126,925 / $92,625 and Wells Jr. $86,213 / N/A.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
51
|
|
|
|
|
TABLE OF CONTENTS
•
|
Officer Separation Agreements ("OS Agreements") and
|
•
|
Change-in-Control Agreements ("CIC Agreements").
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
52
|
|
|
|
|
TABLE OF CONTENTS
•
|
the consummation of certain types of transactions, including mergers and the sale of all, or substantially all, of our assets;
|
•
|
the acquisition by any person or entity of the beneficial ownership of securities representing 25% or 30% (depending upon the particular agreement) or more of the combined voting power of our then outstanding voting securities;
|
•
|
a change in the composition of the Board such that individuals who at the effective date of the agreement constituted the Board and any new Directors elected or nominated by at least 2/3 of the Directors who were either Directors at the effective date of the agreement or were so elected or nominated, cease for any reason to constitute a majority of the Board; or
|
•
|
the liquidation or distribution of all or substantially all of our assets.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
53
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
54
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garrick J.
Rochow
|
|
|
Rejji P.
Hayes
|
|
|
Brandon J.
Hofmeister
|
|
|
Shaun M.
Johnson
|
|
|
LeeRoy
Wells Jr.
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
Termination Without Cause Payments (1):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
One and three-fourths times 2024 base salary
|
|
|
2,187,500
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
One and one-half times 2024 base salary
|
|
|
N/A
|
|
|
1,215,000
|
|
|
817,500
|
|
|
930,000
|
|
|
862,500
|
|
|
Unvested restricted stock awards (2)
|
|
|
12,833,324
|
|
|
4,133,766
|
|
|
1,892,482
|
|
|
2,119,492
|
|
|
1,925,963
|
|
|
DC SERP benefit (3)
|
|
|
1,515,847
|
|
|
1,268,593
|
|
|
537,959
|
|
|
572,480
|
|
|
402,568
|
|
|
TOTAL
|
|
|
16,536,671
|
|
|
6,617,359
|
|
|
3,247,941
|
|
|
3,621,972
|
|
|
3,191,031
|
|
|
Change-in-Control Payments (4):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Two times 2024 base salary
|
|
|
2,500,000
|
|
|
1,620,000
|
|
|
1,090,000
|
|
|
1,240,000
|
|
|
1,150,000
|
|
|
Two times incentive @ 100% 2024 performance target
|
|
|
3,125,000
|
|
|
1,296,000
|
|
|
708,500
|
|
|
930,000
|
|
|
862,500
|
|
|
Pro-rata incentive based on service during year triggered
|
|
|
1,562,500
|
|
|
648,000
|
|
|
354,250
|
|
|
465,000
|
|
|
431,250
|
|
|
DC SERP benefit (3)
|
|
|
2,234,597
|
|
|
1,803,193
|
|
|
753,234
|
|
|
835,980
|
|
|
646,943
|
|
|
Medical Coverage Payment (5)
|
|
|
43,167
|
|
|
43,167
|
|
|
43,167
|
|
|
43,167
|
|
|
43,167
|
|
|
Unvested restricted stock awards (2)
|
|
|
14,609,747
|
|
|
4,694,048
|
|
|
2,139,243
|
|
|
2,442,345
|
|
|
2,209,936
|
|
|
TOTAL
|
|
|
24,075,011
|
|
|
10,104,408
|
|
|
5,088,394
|
|
|
5,956,492
|
|
|
5,343,796
|
|
|
Retirement (6):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Pro-rata incentive based on service period in year triggered
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Unvested restricted stock awards (2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
TOTAL
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Disability:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Pro-rata incentive based on service period in year triggered
|
|
|
1,562,500
|
|
|
648,000
|
|
|
354,250
|
|
|
465,000
|
|
|
431,250
|
|
|
Unvested restricted stock awards (2)
|
|
|
12,833,324
|
|
|
4,133,766
|
|
|
1,892,482
|
|
|
2,119,492
|
|
|
1,925,963
|
|
|
TOTAL
|
|
|
14,395,824
|
|
|
4,781,766
|
|
|
2,246,732
|
|
|
2,584,492
|
|
|
2,357,213
|
|
|
Death:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Pro-rata incentive based on service period in year triggered
|
|
|
1,562,500
|
|
|
648,000
|
|
|
354,250
|
|
|
465,000
|
|
|
431,250
|
|
|
Unvested restricted stock awards (2)
|
|
|
20,167,424
|
|
|
6,447,254
|
|
|
2,911,672
|
|
|
3,451,737
|
|
|
3,098,292
|
|
|
TOTAL
|
|
|
21,729,924
|
|
|
7,095,254
|
|
|
3,265,922
|
|
|
3,916,737
|
|
|
3,529,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects payments under OS Agreements.
|
(2)
|
Based upon the year-end closing price of CMS common stock of $66.65 per share. The performance-based restricted stock awards outstanding are valued based on target levels.
|
(3)
|
Rochow's, Hayes', Hofmeister's, Johnson's and Wells Jr.'s DC SERP account balances would fully vest; their unvested balances are $1,515,847; $1,268,593; $537,959; $572,480 and $402,568, respectively. In addition, in the event of a change-in-control, Hayes would receive an amount equal to 15% of his salary and incentive-based change-in-control payment and Rochow, Hofmeister, Johnson and Wells Jr. would receive an amount equal to 10% of their salary and incentive-based change-in-control payments.
|
(4)
|
Pursuant to the CIC Agreements.
|
(5)
|
Pursuant to the CIC Agreement, Medical Coverage Payments include two years of company-paid medical expenses.
|
(6)
|
None of our NEOs were eligible for retirement as of December 31, 2024.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
55
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
($)
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation Earnings
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
|
Median Employee (1)
|
|
|
123,074
|
|
|
-
|
|
|
-
|
|
|
4,168
|
|
|
14,501
|
|
|
7,577
|
|
|
149,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Median employee occupies an exempt supervisor position in Michigan that requires extensive company or industry experience.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
($)
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation Earnings
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
|
Median Employee (1)
|
|
|
129,176
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
21,211
|
|
|
5,654
|
|
|
156,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Median employee occupies a union welding position in Michigan that requires a high level of background knowledge and qualifications in multiple technical areas.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS, including Consumers
|
|
|
|
|
Consumers
|
|
|
|
||
|
Full-time employees
|
|
|
8,292
|
|
|
Full-time employees
|
|
|
8,058
|
|
|
Seasonal or temporary employees (1)
|
|
|
39
|
|
|
Seasonal or temporary employees (1)
|
|
|
37
|
|
|
Part-time employees
|
|
|
1
|
|
|
Part-time employees
|
|
|
1
|
|
|
Total employees
|
|
|
8,332
|
|
|
Total employees
|
|
|
8,096
|
|
|
Average Tenure
|
|
|
12.4 years
|
|
|
Average Tenure
|
|
|
12.5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Temporary employees include interns. There were no seasonal employees that were active as of October 31, 2024.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
56
|
|
|
|
|
TABLE OF CONTENTS
•
|
salary for all full-time and part-time permanent employees, based on salary level in effect as of October 31, 2024 and hours worked during the year;
|
•
|
salary received in fiscal year 2024 for seasonal or temporary employees as of October 31, 2024;
|
•
|
annual incentive target values for performance year 2024;
|
•
|
grant date value of stock awards granted in fiscal year 2024;
|
•
|
relocation, housing and/or auto allowance paid in fiscal year 2024; and
|
•
|
reimbursement for Corporation-paid executive physical during fiscal year 2024.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
57
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of
Initial Fixed $100
Investment
Based on: (4)
|
|
|
|
|
|
||||||||||||
|
Year
|
|
|
Summary
Compensation
Table Total
for Rochow
|
|
|
Summary
Compensation
Table Total for
Poppe
|
|
|
Compensation
Actually
Paid to
Rochow
|
|
|
Compensation
Actually Paid
to Poppe
|
|
|
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
|
|
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
|
|
|
Total
Shareholder
Return
|
|
|
Peer Group
Total
Shareholder
Return
|
|
|
Net
Income
|
|
|
Adjusted
Earnings
Per
Share
|
|
|
(1)
|
|
|
($) (2)
|
|
|
($) (2)
|
|
|
($) (3)
|
|
|
($) (3)
|
|
|
($) (2)
|
|
|
($) (3)
|
|
|
($)
|
|
|
($) (5)
|
|
|
($000,000)
|
|
|
($) (6)
|
|
|
2024
|
|
|
10,401,409
|
|
|
N/A
|
|
|
15,578,999
|
|
|
N/A
|
|
|
2,768,186
|
|
|
3,781,203
|
|
|
121
|
|
|
98
|
|
|
993
|
|
|
3.34
|
|
|
2023
|
|
|
9,637,210
|
|
|
N/A
|
|
|
9,633,469
|
|
|
N/A
|
|
|
2,531,461
|
|
|
2,605,141
|
|
|
104
|
|
|
90
|
|
|
877
|
|
|
3.11
|
|
|
2022
|
|
|
8,706,194
|
|
|
N/A
|
|
|
8,225,820
|
|
|
N/A
|
|
|
2,373,793
|
|
|
2,335,728
|
|
|
109
|
|
|
103
|
|
|
827
|
|
|
2.89
|
|
|
2021
|
|
|
6,871,068
|
|
|
N/A
|
|
|
7,746,202
|
|
|
N/A
|
|
|
2,131,976
|
|
|
2,587,565
|
|
|
109
|
|
|
101
|
|
|
1,348 (7)
|
|
|
2.65
|
|
|
2020
|
|
|
2,615,131
|
|
|
7,898,536
|
|
|
3,401,723
|
|
|
(13,653,262) (8)
|
|
|
2,174,217
|
|
|
2,738,727
|
|
|
100
|
|
|
87
|
|
|
755
|
|
|
2.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The PEO and NEOs for the applicable years were as follows:
|
•
|
2024: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2024 and the other NEOs of CMS and Consumers were: Hayes, Hofmeister, Johnson and Wells Jr.
|
•
|
2023: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2023 and the other NEOs of CMS and Consumers were: Hayes, Hofmeister, Johnson and Wells Jr.
|
•
|
2022: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2022 and the other NEOs of CMS and Consumers were: Hayes, Hofmeister, Johnson and Brian F. Rich.
|
•
|
2021: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2021 and the other NEOs of CMS and Consumers were: Hayes, Jean-Francois Brossoit, Johnson and Brian F. Rich.
|
•
|
2020: Rochow assumed the role of the President and CEO of CMS and Consumers on December 1, 2020 and Patricia Poppe served as President and CEO of CMS and Consumers during 2020 through Poppe's December 1, 2020 resignation. The other NEOs of CMS and Consumers for 2020 were: Hayes, Jean-Francois Brossoit, Catherine A. Hendrian and Brian F. Rich.
|
(2)
|
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Rochow and Poppe and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the NEOs of CMS and Consumers reported for the applicable year other than the PEO for such years. The amount reported for 2022 has been updated as compared to the amount reported in the Proxy Statement filed in connection with the 2024 Annual Meeting due to an inadvertent typographical error.
|
(3)
|
To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Rochow, Poppe and for the average of the other NEOs is set forth in the table following the footnotes to this table.
|
(4)
|
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. See the Compensation Discussion and Analysis for further information regarding how TSR is calculated for purposes of the long-term incentive program.
|
(5)
|
The TSR Peer Group is the same peer group utilized in CMS' and Consumers' Annual Report on Form 10-K for the year ended December 31, 2024 and consists of utilities listed in the Standard & Poor's 400 Utilities Index, an independently prepared index that consists of companies in the utilities industry.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
58
|
|
|
|
|
TABLE OF CONTENTS
(6)
|
As noted in the Compensation Discussion and Analysis, for 2024, the Compensation Committee determined that adjusted EPS continues to be viewed as a core driver of CMS' performance and stockholder value creation and, accordingly, was utilized as a component for both the Annual Incentive Plan awards and LTI Awards. Adjusted EPS is a non-GAAP financial measure that represents EPS adjusted to exclude gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS; changes in accounting principles resulting from new or revised accounting standards not included in the budget; large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS; legal and settlement costs or gains related to previously sold assets; regulatory recovery for prior year changes; changes in legacy tax reform; changes in federal tax policy; 3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS); and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy's interest expense. See Appendix A for a reconciliation of GAAP EPS to adjusted EPS.
|
(7)
|
2021 net income includes the proceeds from the sale EnerBank, a one-time event excluded from adjusted EPS.
|
(8)
|
Effective December 1, 2020, Poppe voluntarily resigned from her position of President and CEO of CMS and Consumers. As a result, Poppe forfeited any outstanding long-term incentive awards, her annual incentive award and any unvested supplemental retirement awards.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
59
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Summary
Compensation
Table
Total
($) (1)
|
|
|
(Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans
($) (2)
|
|
|
Plus
Service
Costs
Under
Defined
Benefit
and
Actuarial
Pension
Plans
($) (3)
|
|
|
(Minus)
Grant
Date
Fair
Value
of Stock
Awards
Granted
in Fiscal
Year
($) (4)
|
|
|
Plus
Fair
Value at
Fiscal Year-
End of
Outstanding
and
Unvested
Stock
Awards
Granted in
Fiscal
Year
($) (5)
|
|
|
Plus/(Minus)
Change in
Fair Value
of
Outstanding
and
Unvested
Stock
Awards
Granted in
Prior
Fiscal
Years
($) (6)
|
|
|
Plus
Fair
Value at
Vesting of
Stock
Awards
Granted
in Fiscal
Year
That
Vested
During
Fiscal
Year
($) (7)
|
|
|
Plus/(Minus)
Change in
Fair
Value
as of Vesting
Date of
Stock
Awards
Granted in
Prior Years
for Which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal
Year
($) (8)
|
|
|
(Minus)
Fair Value
as of Prior
Fiscal
Year-End
of Stock
Awards
Granted in
Prior
Fiscal
Years That
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal
Year
($) (9)
|
|
|
Plus
Cash
Dividends
Paid on
Outstanding
and
Unvested
Stock
Awards
During
Fiscal
Year
($) (10)
|
|
|
Equals
Compensation
Actually
Paid
($)
|
|
|
Rochow
|
|
|||||||||||||||||||||||||||||||||
|
2024
|
|
|
10,401,409
|
|
|
(261)
|
|
|
-
|
|
|
(6,651,245)
|
|
|
7,945,689
|
|
|
2,701,958
|
|
|
-
|
|
|
1,032,616
|
|
|
-
|
|
|
148,833
|
|
|
15,578,999
|
|
|
2023
|
|
|
9,637,210
|
|
|
(198)
|
|
|
-
|
|
|
(6,033,036)
|
|
|
5,854,300
|
|
|
(139,286)
|
|
|
-
|
|
|
190,377
|
|
|
-
|
|
|
124,102
|
|
|
9,633,469
|
|
|
2022
|
|
|
8,706,194 (12)
|
|
|
(107)
|
|
|
-
|
|
|
(5,265,456)
|
|
|
5,158,376
|
|
|
(658,176)
|
|
|
-
|
|
|
203,643
|
|
|
-
|
|
|
81,346
|
|
|
8,225,820
|
|
|
2021
|
|
|
6,871,068
|
|
|
(78)
|
|
|
-
|
|
|
(4,601,980)
|
|
|
5,008,062
|
|
|
237,729
|
|
|
-
|
|
|
182,958
|
|
|
-
|
|
|
48,443
|
|
|
7,746,202
|
|
|
2020
|
|
|
2,615,131
|
|
|
(114)
|
|
|
-
|
|
|
(1,056,512)
|
|
|
1,058,278
|
|
|
123,579
|
|
|
-
|
|
|
640,965
|
|
|
-
|
|
|
20,396
|
|
|
3,401,723
|
|
|
Poppe
|
|
|||||||||||||||||||||||||||||||||
|
2020
|
|
|
7,898,536
|
|
|
-
|
|
|
-
|
|
|
(6,184,228)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,342,984
|
|
|
(19,834,124)
|
|
|
123,570
|
|
|
(13,653,262)
|
|
|
Other NEOs (Average) (11)
|
|
|||||||||||||||||||||||||||||||||
|
2024
|
|
|
2,768,186
|
|
|
-
|
|
|
-
|
|
|
(1,326,348)
|
|
|
1,584,541
|
|
|
529,072
|
|
|
-
|
|
|
225,752
|
|
|
-
|
|
|
-
|
|
|
3,781,203
|
|
|
2023
|
|
|
2,531,461
|
|
|
-
|
|
|
-
|
|
|
(1,193,957)
|
|
|
1,158,743
|
|
|
(15,596)
|
|
|
-
|
|
|
121,226
|
|
|
-
|
|
|
3,264
|
|
|
2,605,141
|
|
|
2022
|
|
|
2,373,793
|
|
|
-
|
|
|
-
|
|
|
(1,050,573)
|
|
|
1,029,181
|
|
|
(180,464)
|
|
|
-
|
|
|
159,289
|
|
|
-
|
|
|
4,502
|
|
|
2,335,728
|
|
|
2021
|
|
|
2,131,976
|
|
|
-
|
|
|
-
|
|
|
(1,133,217)
|
|
|
1,233,240
|
|
|
205,419
|
|
|
-
|
|
|
145,840
|
|
|
-
|
|
|
4,307
|
|
|
2,587,565
|
|
|
2020
|
|
|
2,174,217
|
|
|
(62,258)
|
|
|
14,658
|
|
|
(946,196)
|
|
|
947,748
|
|
|
108,972
|
|
|
-
|
|
|
497,709
|
|
|
-
|
|
|
3,877
|
|
|
2,738,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents total compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.
|
(2)
|
Represents the aggregate change in the actuarial present value of the NEOs' accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.
|
(3)
|
Represents the sum of the actuarial present value of the NEOs' benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in our financial statements under GAAP.
|
(4)
|
Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
|
(5)
|
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
|
(6)
|
Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
|
(7)
|
Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
|
(8)
|
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, in the case of performance-based awards, based on actual performance.
|
(9)
|
Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
|
(10)
|
Represents cash dividends paid or accrued with respect to unvested equity awards during the applicable year.
|
(11)
|
See footnote 1 of the Pay Versus Performance Table for the NEOs included in the average for each year.
|
(12)
|
Updated from the amount reported in the Proxy Statement filed in connection with the 2024 Annual Meeting to correct an inadvertent typographical error.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
60
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
61
|
|
|
|
|
TABLE OF CONTENTS
*
|
PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow.
|
*
|
PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
62
|
|
|
|
|
TABLE OF CONTENTS
*
|
PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow.
|
•
|
Adjusted EPS (Annual Incentive)
|
•
|
Relative EPS growth (LTI program)
|
•
|
Relative TSR (LTI program)
|
•
|
Stock price
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
63
|
|
|
|
|
TABLE OF CONTENTS
•
|
Base salary is targeted to approximate the median of a Compensation Peer Group, which is made up of companies of similar business profile and size, with adjustments to reflect individual performance and internal considerations.
|
•
|
Annual incentive awards are based on the achievement of annual goals.
|
•
|
A majority of our LTI program is delivered through performance-based restricted stock with tenure-based restricted stock representing a minority of LTI at 25%. The performance-based portion is eligible to vest after three years dependent upon our TSR performance and LTI EPS growth, each weighted equally, relative to the Corporation's Performance Peer Group, while the tenure-based portion vests on the third anniversary of the award date.
|
•
|
a majority of pay in variable elements;
|
•
|
a majority of variable pay in LTI awards;
|
•
|
a majority of LTI delivered in performance-based restricted stock;
|
•
|
all LTI denominated and settled in equity;
|
•
|
LTI payouts capped at target if three-year absolute performance is not positive;
|
•
|
a balance of metrics used in annual incentives and LTI;
|
•
|
stock ownership guidelines for NEOs, which exclude unvested performance-based restricted stock awards when determining compliance;
|
•
|
change-in-control agreements that require a double-trigger for the accelerated vesting of equity awards;
|
•
|
a policy that prohibits hedging and pledging of the Corporation's securities by officers;
|
•
|
annual reviews of risk within our incentive programs;
|
•
|
annual reviews of our Compensation Peer Group and Performance Peer Group;
|
•
|
regular briefings from the Compensation Committee's independent compensation consultant regarding key trends and legislative and regulatory updates;
|
•
|
no excessive perquisites; no planes, cars, clubs, or financial planning with an annual physical examination being the principal perquisite provided to our executives in 2024;
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
64
|
|
|
|
|
TABLE OF CONTENTS
•
|
no dividends paid on unvested performance-based restricted stock awards; in lieu of dividends, recipients receive additional shares of restricted stock that are contingent on the same performance measures and forfeiture conditions applicable to the underlying restricted stock;
|
•
|
no employment agreements - our executive agreements are limited to separation and change-in-control agreements with base salary and annual incentive separation amounts not exceeding three times the NEO's base salary and annual incentive amount, with an average of two times; and
|
•
|
no tax gross-ups - none of our separation or change-in-control agreements contain tax gross-ups.
|
|
|
|
|
The CMS and Consumers Boards recommend that shareholders vote to approve the non-binding advisory proposal to approve the compensation of the named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure.
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
65
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
66
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
||||||
|
|
|
CMS
|
|
|
Consumers
|
|
|||||||
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
|
|
Audit Fees
|
|
|
$5,523,000
|
|
|
$5,496,360
|
|
|
$4,906,386
|
|
|
$5,017,275
|
|
|
Audit-related
|
|
|
200,000
|
|
|
47,000
|
|
|
-
|
|
|
47,000
|
|
|
Tax Fees
|
|
|
-
|
|
|
82,000
|
|
|
-
|
|
|
82,000
|
|
|
All Other Fees
|
|
|
2,000
|
|
|
900
|
|
|
2,000
|
|
|
900
|
|
|
Total Fees
|
|
|
$5,725,000
|
|
|
$5,626,260
|
|
|
$4,908,386
|
|
|
$5,147,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
67
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
The CMS and Consumers Boards and their Audit Committees recommend a vote to ratify the appointment of the independent registered public accounting firm for 2025.
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
68
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
69
|
|
|
|
|
TABLE OF CONTENTS
1.
|
CMS has instituted strong corporate governance that promotes Board accountability and protects all shareholders' interests.
|
2.
|
Special meetings are costly, disruptive, and the ability for just 10% of our shareholders to call a special meeting may shift power to a small minority of shareholders and has the potential for misuse.
|
3.
|
CMS has multiple channels for shareholder engagement and communication with the Board to raise matters between annual meetings of shareholders.
|
4.
|
The 10% ownership threshold to call a special meeting as set forth in the shareholder proposal is inconsistent with market practice.
|
•
|
90% of our Directors are independent
|
•
|
100% independent Directors on Audit, Compensation, Finance and Governance Committees
|
•
|
Annual election of all Directors
|
•
|
Simple majority voting provisions in our Amended and Restated Articles of Incorporation and Bylaws
|
•
|
Majority voting standard for uncontested Director elections
|
•
|
Annual advisory say-on-pay
|
•
|
Independent Directors meet regularly in executive sessions
|
•
|
Strong Board and management succession planning process
|
•
|
Robust stock ownership guidelines for Directors and executive officers
|
•
|
Policy prohibiting Directors and officers from pledging or hedging our stock
|
•
|
Proxy access bylaws
|
•
|
Proactive shareholder engagement
|
•
|
Annual Board and Committee self-evaluations
|
•
|
Individual Director peer evaluations
|
•
|
Chairman of the Board is independent and separate from the CEO
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
70
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
71
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
The CMS Board recommends a vote AGAINST the shareholder proposal: support shareholder ability to call for a special shareholder meeting.
|
|
|
|
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
72
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
73
|
|
|
|
|
TABLE OF CONTENTS
•
|
this Proxy Statement and
|
•
|
the Annual Report to Shareholders, which includes the Form 10-K with our consolidated financial statements and accompanying notes for the year ended December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Proposal
|
|
|
Voting Options
|
|
|
CMS Voting Standard
|
|
|
Consumers Voting
Standard
|
|
|
Abstentions/
Withhold (1)
|
|
|
Broker
Non-Votes (1)
|
|
|||
|
1.
|
|
|
Elect the Director Nominees Named in this Proxy Statement to the Board of Directors
|
|
|
CMS: For, Against, Abstain Consumers: For, Withhold
|
|
|
Majority of votes cast for
each Director
|
|
|
Plurality of shares voted (2)
|
|
|
No Effect
|
|
|
No Effect
|
|
|
2.
|
|
|
Approve, on an Advisory Basis, Executive Compensation
|
|
|
For, Against, Abstain
|
|
|
Majority of votes cast
|
|
|
Majority of votes cast
|
|
|
No Effect
|
|
|
No Effect
|
|
|
3.
|
|
|
Ratify Independent Registered Public Accounting Firm
|
|
|
For, Against, Abstain
|
|
|
Majority of votes cast
|
|
|
Majority of votes cast
|
|
|
No Effect
|
|
|
Not Applicable (3)
|
|
|
4.
|
|
|
Vote on a Shareholder Proposal: Support Shareholder Ability to Call For a Special Shareholder Meeting
|
|
|
CMS: For, Against, Abstain Consumers: Not Applicable
|
|
|
Majority of votes cast
|
|
|
Not Applicable
|
|
|
No Effect
|
|
|
No Effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Abstentions, withhold votes and broker discretionary votes are counted toward establishing a quorum.
|
(2)
|
Holders of Consumers' preferred and common stock are entitled to one vote for each share and shareholders have cumulative voting rights for the election of Directors. Please see "Who is entitled to vote?" below.
|
(3)
|
This is considered to be a routine matter and, therefore, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on this Proposal. This is not the case for any of the other Proposals since they are considered to be "non-routine" matters and a "broker non-vote" will occur as to such matters if your shares are otherwise voted on another proposal presented at the Annual Meeting.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
74
|
|
|
|
|
TABLE OF CONTENTS
•
|
gain faster access to Proxy Materials;
|
•
|
reduce the amount of mail you receive; and
|
•
|
help reduce the costs of our Annual Meeting.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
75
|
|
|
|
|
TABLE OF CONTENTS
•
|
providing another signed proxy that is dated later than the vote you want to change;
|
•
|
voting by telephone or Internet and recording a different vote; or
|
•
|
attending and electronically voting at the Annual Meeting.
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
76
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
77
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
78
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
|
EPS Reported - GAAP basis
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
EPS from Continuing Operations Reported - GAAP basis
|
|
|
$2.84
|
|
|
$3.01
|
|
|
$3.33
|
|
|
Exclude (income)/loss items:
|
|
|
|
|
|
|
|
|||
|
Large restructuring and severance expenses greater than $5 million
|
|
|
0.04
|
|
|
0.13
|
|
|
0.01
|
|
|
Tax Impact
|
|
|
(0.01)
|
|
|
(0.03)
|
|
|
*
|
|
|
Legal/settlement costs or gains related to previously sold assets
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Federal Tax Reform
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Business Optimization
|
|
|
0.03
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
(0.01)
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Exclusions
|
|
|
0.05
|
|
|
0.10
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|||
|
Annual Incentive EPS
|
|
|
$2.89
|
|
|
$3.11
|
|
|
$3.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Less than 1∕2 cent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
|
EPS Reported - GAAP basis
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
EPS from Continuing Operations Reported - GAAP basis
|
|
|
$2.84
|
|
|
3.01
|
|
|
3.33
|
|
|
Exclude (income)/loss items:
|
|
|
|
|
|
|
|
|||
|
Large restructuring and severance expenses greater than $5 million
|
|
|
0.04
|
|
|
0.13
|
|
|
0.01
|
|
|
Tax Impact
|
|
|
(0.01)
|
|
|
(0.03)
|
|
|
*
|
|
|
Legal/settlement costs or gains related to previously sold assets
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Federal Tax Reform
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Regulatory Disallowance
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Business Optimization
|
|
|
0.03
|
|
|
-
|
|
|
-
|
|
|
Tax Impact
|
|
|
(0.01)
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Exclusions
|
|
|
0.05
|
|
|
0.10
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|||
|
LTI EPS
|
|
|
$2.89
|
|
|
$3.11
|
|
|
$3.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Less than 1∕2 cent
|
|
|
|
|
CMS ENERGY 2025 PROXY STATEMENT
|
|
|
A-1
|
|
|
|
|
TABLE OF CONTENTS
TABLE OF CONTENTS