Cms Energy Corp DEF 14A, filed Mar 21, 2024

Cms Energy Corp (CMS)

DEF 14A 2024-03-21 For: 2024-05-03

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Added on June 12, 2026

About this DEF 14A

Cms Energy Corp filed this DEF 14A on March 21, 2024.

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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


☒			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.


For Both CMS and Consumers Shareholders:						Board of Directors Recommendation
Elect the 11 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
Approve an Amendment to the CMS Restated Articles of Incorporation to Eliminate Supermajority Vote Requirements						FOR


TABLE OF CONTENTS		PAGE
Proxy Statement Summary		1
Proxy Statement		3
Our Commitment to Sustainability		3
6	DE&I Strategy & Movement Stands
Proposal 1: Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors		9
Corporate Governance		22
22	Governance Guidelines and Materials
22	Board of Directors
22	Board Leadership Structure
23	Risk Oversight
23	Cybersecurity Oversight
23	Political Contribution Oversight
24	Public Responsibility and Sustainability Oversight
25	Shareholder Engagement
25	Board Communication Process
26	Identification of Director Candidates
27	Director Candidate Qualifications
27	Board Refreshment
27	Director Independence
28	Director Service on Other Public Company Boards
28	CMS Majority Voting Standard
28	Director Education
28	Board, Committee and Director Evaluations
30	Board and Committee Information
32	Compensation Risk
32	Codes of Ethics
33	Related Party Transactions
33	No Pledging or Hedging
34	Management Succession Planning
34	Directors’ Compensation
Beneficial Ownership		36
Compensation Discussion and Analysis		38
38	Executive Summary


40	Objectives of Our Executive Compensation Program
46	The Elements of Our Executive Compensation Program
53	Corporate Governance as it Relates to Executive Compensation
Compensation and Human Resources Committee Report		55
2023 Compensation Tables		56
69	CEO Pay Ratio
71	Pay versus Performance
Proposal 2: Approve, on an Advisory Basis, Executive Compensation		77
Report of the Audit Committee		79
Fees Paid to the Independent Registered Public Accounting Firm		80
Proposal 3: Ratify the Appointment of Independent Registered Public Accounting Firm		81
Proposal 4: Approve an Amendment to the CMS Restated Articles of Incorporation to Eliminate Supermajority Vote Requirements		82
2025 Proxy Statement Information		84
General Information		85
Appendix A: GAAP Reconciliations		I


CMS ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


			CMS ENERGY WORLD CLASS PERFORMANCE
			DELIVERING

			HOMETOWN SERVICE


Meeting Information:						Record Date: March 5, 2024
May 3, 2024 • 11:45 a.m. ET
Virtual Meeting at						Proxy Materials Released: March 21, 2024
virtualshareholdermeeting.com/CMS2024
virtualshareholdermeeting.com/CMSPB2024


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.


			Caring: We embody care, love and joy with our co-workers, our customers, our planet and our work.
			Empowered: We empower every employee to make decisions that benefit our triple bottom line: people, planet, profit.
			Deliberate: We prioritize, plan and execute in accordance with our standards in a world-class way.
			Agility: We anticipate change and create new solutions.
			Ownership: We hold ourselves personally accountable to exceed our commitment to our triple bottom line: people, planet, profit.


Core Competencies have an impact on our purpose, which is measured by our "triple bottom line" of people, planet and profit, underpinned by performance.
Core Competencies and Relevance to CMS and Consumers
Senior Leadership						Senior Leadership experience is important to understanding and overseeing our complex organization and empowering employees through individual growth and development.
Finance, Accounting or Financial Reporting						Finance, Accounting or Financial Reporting experience is important in overseeing our financial management and capital allocation, as well as ensuring accurate financial reporting processes and robust controls.
Regulatory Environment/ Governmental Affairs						Regulatory Environment/Governmental Affairs experience is important in understanding the regulated nature of the utility industry, providing insight and perspective in working constructively and proactively with governmental agencies and helping shape public policy initiatives and regulation/legislation.
Risk Management						Risk Management experience is important to oversee our robust enterprises risk management program and mitigate key risks to the Corporation.
Customer Experience						Customer Experience is important as we focus on meeting customer expectations and transforming the customer experience, including mobile and digital experiences.
Information Technology/ Safety and Security						Information Technology/Safety and Security experience is important in overseeing the enhancement and security of our business and operational systems (both physical and cyber), including information security, data privacy, cybersecurity, customer experience, financial systems and internal and grid operations.
Utility Experience						Utility Experience is important in understanding the technical nature of our business and to help inform our views on utility-related matters, such as energy markets and economics, technology, renewable energy, electric and gas transmission and distribution, public policy and safety.
Strategic Planning and Governance						Strategic Planning and Governance experience is important in order to define and drive strategic direction (including safety and DE&I) and growth and oversee our operations as well as contributing to the Board's understanding of best practices in corporate governance matters.
Sustainability and Environmental						We place the highest priority on the health, safety and inclusion of our workforce and protection of our customers, assets, communities and the environment; therefore, Sustainability and Environmental experience is important to manage our sustainability practices, including environmental, social and governance matters and continue our commitment to improving our environmental performance and reducing the potential negative impacts of our operations.
DE&I						We embed DE&I into everything we do. Therefore, DE&I experience is important in overseeing our DE&I journey of building and sustaining a world-class, inclusive workforce and customer experience for the betterment of our co-workers, customers and communities.
Human Resources and Executive Compensation						Human Resources and Executive Compensation experience is important to ensure our ability to recruit, retain and develop key talent essential to our operations.
Supply Chain						Supply Chain experience is important in overseeing our supply chain management, to help ensure we have sufficient supplies for world-class performance delivering hometown service and understanding how regulations and other factors impact the supply chain.
Lean						Lean experience is important to improve safety, quality, cost, delivery and morale simultaneously by using a systematic approach to clearly define problems and solve them closest to the customer and drive improved performance, enhanced organizational focus and a culture of continuous improvement while pursing waste elimination.
Diverse Attributes						Diverse Attributes support our commitment to diversity and inclusion through age, ethnicity, gender, race and other diverse characteristics and contribute to and support informed decision making.


Jon E. Barfield									Experience:
AGE: 72 DIRECTOR SINCE: August 2005 GENDER: Male PRONOUNS: He/Him/His RACE: Black or African American									Jon E. Barfield has served since 2012 as president and chief executive officer of LJ Holdings Investment Company LLC, a private investment company. In March 2012, he retired from Bartech Group, Inc. (“Bartech”) where he served since 1981 as president and from 1995 to March 2012 as chairman and president of this industry-leading professional services firm, with headquarters in Southfield, Michigan, delivering talent management, business process outsourcing and managed services provider solutions to Global 1,000 firms. Bartech managed the daily work assignments for more than 120,000 associates and more than $4.7 billion in annual procurement for major employers around the world, making Bartech (now owned by Impellam Group, PLC) one of the largest talent acquisition and managed service provider firms in the United States.

									Skills and Qualifications:
									Barfield brings to the Board legal knowledge and experience, having practiced corporate and securities law at Sidley Austin LLP. His qualifications to serve as a Director stem primarily from his experiences as a senior leader, and his varied service as a Director with considerable experience regarding legal risk oversight and risk management, financial reporting, attracting and retaining key talent and related human resources experience, corporate governance, customer service and marketing and mergers and acquisitions. Prior to 2019, Barfield served as a Director of Dow Jones, Inc., Motorola Mobility, BMC Software, National City Corporation, Blue Cross Blue Shield of Michigan and Good Technology Corporation. He served for many years as chairman of the audit committee of the Princeton University Board of Trustees.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation


Deborah H. Butler									Experience:
AGE: 69 DIRECTOR SINCE: January 2015 GENDER: Female PRONOUNS: She/Her/Hers RACE: White									Deborah H. Butler retired in October 2015 as the executive vice president of planning and chief information officer of Norfolk Southern Corporation (“Norfolk Southern”), which is engaged in the rail transportation of raw materials, intermediate products and finished goods. Butler joined Norfolk Southern in 1978 and served in positions of increasing responsibility in operations until being named assistant vice president transportation customer service in 2000 and vice president customer services in 2002, a position she held until her appointment as executive vice president in 2007.

									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. Butler serves as chairman of the board of Patriot Rail Company LLC and as an independent member of the board of Ports America. She previously served as chairman of the board of Thoroughbred Technology and Telecommunications, LLC, a Norfolk Southern subsidiary, and previously served as a board member of TTX Company, Inc., which provides railcars and related freight car management services to the North American rail industry.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •Human Resources and Executive Compensation •Supply Chain •Lean


Kurt L. Darrow									Experience:
AGE: 69 DIRECTOR SINCE: November 2013 GENDER: Male PRONOUNS: He/Him/His RACE: White									Kurt L. Darrow retired in April 2021 as the president and chief executive officer of La-Z-Boy Incorporated (“La-Z-Boy”), an integrated furniture retailer and manufacturer. Darrow joined La-Z-Boy in 1979, and served in positions of increasing responsibility, including president of La-Z-Boy Residential, its largest division. Darrow served as a board member of La-Z-Boy from 2003 to 2022 and as chairman from 2011 to 2022.

									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. Darrow is a member of the Business Leaders for Michigan, a non-profit executive leadership organization, and serves on its executive committee. He serves as a member of the ProMedica Board of Trustees and was previously chairman of the ProMedica Monroe Regional Hospital Board of Trustees. Darrow is a former chairman of the American Home Furnishings Alliance and continues to serve as Director emeritus.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation •Supply Chain •Lean


Ralph Izzo									Experience:
AGE: 66 DIRECTOR SINCE: May 2023 GENDER: Male PRONOUNS: He/Him/His RACE: White									Ralph Izzo retired in September 2022 as the Chairman, President and CEO of Public Service Enterprise Group Incorporated (“PSEG”), a publicly traded diversified energy holding company, a position he held from April 2007. He served from September 2022 until December 2022 as Executive Chair of PSEG. He was PSEG’s president and chief operating officer and a member of the Board of Directors from October 2006 until his appointment as Chairman, President and CEO. Previously, Izzo was president and chief operating officer of Public Service Electric and Gas Company (“PSE&G”), an operating subsidiary of PSEG. Izzo joined PSE&G in 1992 and held several executive positions within the PSEG family of companies. He currently serves on the Board of Directors of Ovintiv Inc. and The Bank of New York Mellon Corporation.

									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. Izzo is on the Board of Directors of Argonne National Lab and TerraPower, a nuclear innovation company. He currently serves as a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee, on the Board of Trustees of the Liberty Science Center and on the Boards of Directors of The Community FoodBank of New Jersey and the New Jersey Performing Arts Center, for which he also serves on the Executive Committee. He previously served as the chair of the Nuclear Energy Institute and on the Board of Directors for the Edison Electric Institute, Nuclear Electric Insurance Limited and the New Jersey Chamber of Commerce. Izzo is on the advisory board for the University of Pennsylvania’s School of Engineering and Applied Sciences Mechanical Engineering and Applied Mechanics Department, a member of the Board of Trustees of the Peddie School and Princeton University’s Andlinger Center for Energy and the Environment Advisory Council, as well as a member of the Visiting Committee for the Department of Nuclear Engineering at Massachusetts Institute of Technology and the Columbia University School of Engineering Board of Visitors.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation


CMS ENERGY CONSUMERS ENERGY
2024 COMBINED PROXY STATEMENT


Garrick J. Rochow									Experience:
AGE: 49 DIRECTOR SINCE: December 2020 GENDER: Male PRONOUNS: He/Him/His RACE: White									Garrick J. Rochow has served since December 2020 as president and chief executive officer of CMS and Consumers. From July 2016 through November 2020, he was responsible for the company’s electric and natural gas distribution and transmission operations, generation and compression operations, regulatory compliance, planning and scheduling and operations performance. Prior to that role, he served in a variety of leadership positions across the business as Consumers’ senior vice president of distribution and customer operations and as vice president of customer experience, rates and regulation and quality and chief customer officer after serving as vice president of energy delivery.

									Skills and Qualifications:
									Rochow is qualified to serve on the Board based on his more than 20 years of experience and knowledge gained in the utility industry. He has extensive utility knowledge, including 19 years with CMS. The Board benefits from Rochow’s prior leadership roles within the company. He currently serves on the board of the American Gas Association and Edison Electric Institute, as well as the boards and executive committees of Business Leaders for Michigan and The Right Place. He also serves on the boards of Priority Health, New Community Transformation Fund, West Michigan Policy Forum and Grand Rapids Economic Club.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •Lean


John G. Russell									Experience:
AGE: 66 DIRECTOR SINCE: May 2010 CHAIRMAN SINCE: May 2016 GENDER: Male PRONOUNS: He/Him/His RACE: White									John G. Russell served from May 2010 to July 2016 as president and chief executive officer of CMS and Consumers. Prior to that he served from October 2004 to May 2010 as president and chief operating officer of Consumers, he served from December 2001 to July 2004 as executive vice president and president and chief executive officer-electric of Consumers and from July 2004 to October 2004 as executive vice president and president-electric and gas of Consumers. He serves on the board of Hubbell Incorporated.

									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. Russell serves on the Board of Directors of Grand Valley University Foundation and also serves as chairman of The Russell Family Foundation. Russell previously served as a Director on the boards of Grand Valley State University, Business Leaders for Michigan, The Right Place, Inc., the Michigan Chamber of Commerce, the American Gas Association and Edison Electric Institute.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation


Suzanne F. Shank									Experience:
AGE: 62 DIRECTOR SINCE: January 2019 GENDER: Female PRONOUNS: She/Her/Hers RACE: Black or African American									Suzanne F. Shank has served since 1996 as president and chief executive officer and a co-founder of Siebert Williams Shank & Co., LLC, (formerly Siebert Cisneros Shank & Co., LLC), a full-service investment banking and financial services company that managed or co-managed over $2 trillion in municipal bond, corporate bond and equity transactions. Prior to her financial services career, Shank was a structural engineer for General Dynamics. She currently serves on the boards of Rocket Companies, Inc. and White Mountains Insurance Group, Ltd. Shank previously served on the board of American Virtual Cloud Technologies, Inc.

									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. She currently serves as the Chair of the Skillman Foundation and as a Director of the Detroit Regional Chamber and Global Citizen. Shank also serves as the Vice-Chair of the Spelman College Board of Trustees and on the Wharton Graduate Advisory Board and the Kresge Foundation Board of Trustees. She is also a member of the International Women’s Forum.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Strategic Planning and Governance •DE&I •Human Resources and Executive Compensation


Myrna M. Soto									Experience:
AGE: 55 DIRECTOR SINCE: January 2015 GENDER: Female PRONOUNS: She/Her/Hers RACE: Hispanic, Latinx or Spanish Origin									Myrna M. Soto is the CEO of Apogee Executive Advisors, which she founded in 2021. Apogee Executive Advisors 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. From March 2020 through May 2021, she served as the chief strategy and trust officer of Forcepoint (a cybersecurity technology provider). At Forcepoint she provided leadership in Forcepoint’s growth and strategy. Prior to joining Forcepoint, she served from March 2019 through May 2020 as the chief operating officer of Digital Hands (a Managed CyberSecurity Services Provider). Since March 2019, she has been a venture advisor for ForgePoint Capital (formerly known as Trident Capital Cybersecurity) (“ForgePoint”), a venture capital firm investing exclusively in early-stage cybersecurity companies and has served as a partner at ForgePoint since April 2018. From August 2015 through April 2018, she served as the senior vice president and global chief information security officer of Comcast Corporation (“Comcast”), which operates as a worldwide media and technology company. Soto served from 2009 to August 2015 as senior vice president and chief infrastructure and information security officer at Comcast. Soto was responsible for the alignment and development of cyber and data security strategies and policies. Soto currently serves on the board of Spirit Airlines, Inc., Popular, Inc. and TriNet Group, Inc.

									Skills and Qualifications:
									Soto brings 30 years of focused information technology and security experience from a variety of industries, including financial services, hospitality, insurance and risk management and gaming and entertainment. She previously served as Vice Chairman and executive committee board member of the Hispanic IT Executive Council and as a member of the Board of Trustees of Cabrini College. Soto serves on a number of privately held organizations most of which are Technology and Cybersecurity focused.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation •Lean


John G. Sznewajs									Experience:
AGE: 56 DIRECTOR SINCE: July 2015 GENDER: Male PRONOUNS: He/Him/His RACE: White									John G. Sznewajs is a Partner at Shore Capital ("Shore"), a Chicago-based private equity fund. He is a Partner in the Industrials Platform at Shore where he oversees the strategy and investments in industrial services and manufacturing companies. He served from 2007 until May 2023 as the vice president and chief financial officer of Masco Corporation ("Masco"), which operates as a global leader in design, manufacture and distribution of branded building products. Sznewajs was responsible for strategic and operational financial functions and also had oversight of information technology. Sznewajs also served as the treasurer of Masco from 2005 until 2016.

									Skills and Qualifications:
									In addition to his financial expertise, Sznewajs has 25 years of experience in business and corporate development. His extensive background and knowledge in financial matters, which he has gained over his career, along with in-depth experience in enterprise-wide strategy, qualify him to serve on the Board. He serves as Director and treasurer of the Detroit Zoological Society and on the board of Teach for America - Detroit.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation •Supply Chain •Lean


Ronald J. Tanski									Experience:
AGE: 71 DIRECTOR SINCE: November 2019 GENDER: Male PRONOUNS: He/Him/His RACE: White									Ronald J. Tanski served as president and chief executive officer of National Fuel Gas Company (“National Fuel”), a diversified energy company from March 2013 through his retirement on July 1, 2019. Tanski joined National Fuel as an attorney in 1979 and served in positions of increasing responsibility during his career. Tanski continues to serve as a Director of National Fuel.

									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. Tanski was a member of the American Gas Association and the Interstate Natural Gas Association of America (“INGAA”), having served as INGAA’s chair. He previously served on the board of managers of the Buffalo Museum of Science.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •Human Resources and Executive Compensation


Laura H. Wright									Experience:
AGE: 64 DIRECTOR SINCE: February 2013 GENDER: Female PRONOUNS: She/Her/Hers RACE: White									Laura H. Wright retired from Southwest Airlines Co. (“Southwest”) in 2012 as senior vice president of finance and chief financial officer, positions she had held since July 2004. During her 25-year career with Southwest, she held various positions, including vice president of finance and treasurer, treasurer, assistant treasurer and other financial roles. Southwest is based in Dallas, Texas, and is engaged in the operation of passenger airlines that provide scheduled air transportation in the United States. Until 2020, she consulted under GSB Advisory LLC, which she founded in 2012, to provide interim executive and financial management to growth and non-profit companies. Wright currently serves as a board member of TE Connectivity Ltd., Spirit AeroSystems Holdings, Inc. and Joby Aviation, Inc. Until 2019, she served as a trustee of Pebblebrook Hotel Trust.

									Skills and Qualifications:
									As 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. Prior to Southwest, Wright was a manager with Arthur Young & Co. in Dallas.

									Core Competencies:
									•Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •Human Resources and Executive Compensation


The CMS and Consumers Boards recommend a vote for the election of each Director nominee named above.



Send correspondence or materials addressed to the appropriate party c/o the Chief Compliance Officer, CMS Energy Corporation or Consumers Energy Company, One Energy Plaza, Jackson, Michigan 49201	Send an email or other electronic communication via the external website https://cms.speakfullynow.com, addressed to the appropriate party	Call the CMS and Consumers Compliance Hotlines at either 1-800-CMS-5212 (an internally monitored line) or 1-888-440-8464 (monitored by an external vendor)


Name	Fees Earned or Paid in Cash	Stock Awards (1) (2)	Other Compensation (3)	Total
(a)	($) (b)	($) (c)	($) (d)	($) (e)
Jon E. Barfield	115,000	160,000		275,000
Deborah H. Butler	120,000	160,000	—	280,000
Kurt L. Darrow	135,000	160,000	—	295,000
William D. Harvey	145,000	160,000	—	305,000
Ralph Izzo	80,000	160,000	—	240,000
John G. Russell	290,000	160,000	1,000	451,000
Suzanne F. Shank	120,000	160,000	—	280,000
Myrna M. Soto	135,000	160,000	—	295,000
John G. Sznewajs	135,000	160,000	—	295,000
Ronald J. Tanski	115,000	160,000	—	275,000
Laura H. Wright	135,000	160,000	—	295,000


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
2023	$115,000	$175,000	$30,000	$20,000	$5,000	$20,000	$15,000
2024	$115,000	$175,000	$30,000	$22,500	$5,000	$20,000	$20,000


				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 Investment Power	Shared Investment 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 January 16, 2024)	19,597,842	N/A	6.6	17,715,873	23,744	19,524,943	56,276
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


			Name			Number of Shares Beneficially Owned (1)
			Jon E. Barfield			14,549
			Deborah H. Butler			30,118
			Kurt L. Darrow			35,662
			William D. Harvey			49,508
			Ralph Izzo			2,705
			John G. Russell			169,899
			Suzanne F. Shank			14,915
			Myrna M. Soto			31,295
			John G. Sznewajs			27,952
			Ronald J. Tanski			12,311
			Laura H. Wright			38,300
			Garrick J. Rochow			452,581
			Rejji P. Hayes			213,061
			Brandon J. Hofmeister			69,483
			Shaun M. Johnson			76,935
			LeeRoy Wells Jr.			66,968
			All Directors and executive officers (2)(3)			1,573,804


	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	76%	24%	25%	75%	43%	57%
Brandon J. Hofmeister	69%	31%	29%	71%	51%	49%
Shaun M. Johnson	71%	29%	30%	70%	50%	50%
LeeRoy Wells Jr.	71%	29%	29%	71%	50%	50%


	2022 Base Salary (1)	2023 Base Salary (1)	Percentage Increase (2)
Garrick J. Rochow	$1,150,000	$1,235,000	7.4% (3)
Rejji P. Hayes	$775,000	$790,000	1.9%
Brandon J. Hofmeister	$525,000	$535,000	1.9%
Shaun M. Johnson	$540,000	$565,000	4.6%
LeeRoy Wells Jr.	$475,000	$545,000	14.7% (4)


			Garrick J. Rochow (1)			125%
			Rejji P. Hayes			80%
			Brandon J. Hofmeister			65%
			Shaun M. Johnson			75%
			LeeRoy Wells Jr.			70%


	Payout Range	Target	Actual (GAAP) Results	Annual Incentive Results	Payout Achievement (%)
Annual Incentive EPS	$2.95 -$3.25	$3.06	$3.01	$3.11	140%


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. Rochow President and CEO, CMS and Consumers	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
	2021	1,050,000	4,601,980	953,925	78	265,085	6,871,068
Rejji P. Hayes (6) Executive Vice President and CFO, CMS and Consumers	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
	2021	700,000	2,231,292	442,400	—	269,066	3,642,758
Brandon J. Hofmeister (7) Senior Vice President, CMS and Consumers	2023	535,000	877,706	438,165	—	143,337	1,994,208
	2022	525,000	810,105	491,400	—	114,174	1,940,679
	2021	—	—	—	—	—	—
Shaun M. Johnson Senior Vice President, CMS and Consumers	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
	2021	500,000	647,402	256,750	—	122,209	1,526,361
LeeRoy Wells Jr. (7) Senior Vice President, CMS and Consumers	2023	545,000	955,139	480,690	—	132,003	2,112,832
	2022	—	—	—	—	—	—
	2021	—	—	—	—	—	—


	Registrant Contributions to Employees’ Savings Plan and DCCP		Registrant Contributions to Nonqualified Deferred CompensationPlans (1)		Life InsurancePremium	ExecutivePhysical (2)	Total
Name	($)		($)		($)	($)	($)
Garrick J. Rochow	40,711	(3)	377,900	(4)	1,440	3,800	423,851
Rejji P. Hayes	36,637	(5)	191,277	(6)	1,440	3,800	233,154
Brandon J. Hofmeister	39,600	(7)	98,781	(8)	1,156	3,800	143,337
Shaun M. Johnson	39,575	(9)	112,825	(10)	1,221	3,800	157,421
LeeRoy Wells Jr.	40,812	(11)	86,213	(12)	1,178	3,800	132,003


		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) ($) (j)
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Garrick J. Rochow	1/26/2023	—	—	—	35,089	70,178	140,356	—	4,572,377
	1/26/2023	—	—	—	—	—	—	23,393	1,460,659
	—	19,297	1,543,750	2,979,438	—	—	—	—	—
Rejji P. Hayes	1/26/2023	—	—	—	11,261	22,522	45,044	—	1,467,398
	1/26/2023	—	—	—	—	—	—	7,507	468,737
	—	7,900	632,000	1,219,760	—	—	—	—	—
Brandon J. Hofmeister	1/26/2023	—	—	—	5,105	10,210	20,420	—	665,222
	1/26/2023	—	—	—	—	—	—	3,403	212,483
	—	4,347	347,750	671,158	—	—	—	—	—
Shaun M. Johnson	1/26/2023	—	—	—	5,856	11,712	23,424	—	763,084
	1/26/2023	—	—	—	—	—	—	3,904	243,766
	—	5,297	423,750	817,838	—	—	—	—	—
LeeRoy Wells Jr.	1/26/2023	—	—	—	5,555	11,110	22,220	—	723,861
	1/26/2023	—	—	—	—	—	—	3,704	231,278
	—	4,769	381,500	736,295	—	—	—	—	—