CMS ENERGY CORP (CMS)
Sector: Utilities
2026 Annual Meeting Analysis
CMS ENERGY CORP · Meeting: May 8, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors
Long-tenured director with relevant operations and IT expertise; CMS 3-year TSR of +41.3% is only 5.8pp below the peer median of +47.1%, well under the 50pp threshold required to trigger a vote against, and the ETF gap of -9.8pp vs XLU is also far below the 65pp ETF threshold.
Director since 2023 with deep regulated utility experience; tenure is within the 24-month new-director exemption window (joined 2023, less than 3 years), and the TSR underperformance gap vs peers (-5.8pp) does not trigger any concern regardless.
Appointed February 2026 and within the 24-month new-director exemption; no TSR trigger applies, and he brings relevant operational and supply-chain leadership experience from Meijer.
Appointed February 2026 and within the 24-month new-director exemption; no TSR trigger applies, and she brings over three decades of regulated utility operating experience from Dominion Energy.
CEO and executive director since 2020; CMS 3-year TSR of +41.3% is only 5.8pp below the peer median, well short of the 50pp threshold needed to trigger a vote against, so no TSR concern applies independently of the Say on Pay assessment.
Chairman since 2016 with 16 years of board tenure and deep utility expertise; the 3-year TSR gap vs peers (-5.8pp) and vs XLU (-9.8pp) are both far below their respective policy thresholds, so no performance trigger fires.
Director since 2019 with strong financial-services experience relevant to capital-intensive utility operations; TSR underperformance vs peers and XLU is well within policy thresholds, and she holds three public board seats, which is within the four-seat overboarding limit.
Director since 2015 with cybersecurity expertise critical to utility infrastructure; TSR underperformance vs peers (-5.8pp) and XLU (-9.8pp) are far below policy thresholds, and she holds three public board seats, within the policy limit.
Director since 2015 with deep finance and CFO experience; the TSR gap vs peers and XLU is immaterial relative to policy thresholds, and he holds two public board seats.
Director since 2019 with 40+ years of regulated gas utility experience; TSR underperformance is well within policy thresholds, he attends more than 75% of meetings, and he holds two public board seats.
Director since 2013, active CPA, and Presiding Director with strong financial expertise; TSR underperformance vs peers and XLU is far below policy thresholds, and she holds three public board seats, within the policy limit.
All 11 nominees receive a FOR vote. CMS's 3-year stock return of +41.3% falls in the strong-positive tier (>+20%), meaning underperformance versus the company's peer group would need to exceed 50 percentage points to trigger votes against — the actual gap is only -5.8pp versus the peer median of +47.1%, and only -9.8pp versus the XLU utility ETF, both far below their respective thresholds. The two newest directors (Keyes and Leopold) are exempt as they joined within the past 24 months. No overboarding, attendance, independence, or qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Garrick J. Rochow
Total Comp
$10,534,039
Prior Support
93%%
CEO Garrick Rochow received total compensation of $10.53 million in 2025, which is consistent with benchmark expectations for a utility CEO at a $24 billion company. The pay structure is well-designed: 87% of the CEO's target pay is variable and at-risk, with 75% of equity grants tied to three-year relative total shareholder return and earnings-per-share growth versus a peer group — metrics that meaningfully link executive pay to shareholder outcomes. CMS's 3-year TSR of +41.3% broadly tracked the Performance Peer Group median of roughly 21-47% (the 2022-2024 performance awards vested at 105.3% for TSR and 173.4% for earnings growth, indicating actual pay-for-performance alignment), the prior year Say on Pay received 93% shareholder support, and the company maintains a robust clawback policy compliant with Dodd-Frank rules, leaving no basis to vote against.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (PwC)
Tenure
19 yrs
Audit Fees
$6,157,373
Non-Audit Fees
$324,500
PwC's non-audit fees (audit-related fees of $312,500 plus other fees of $12,000 = $324,500) represent approximately 5.3% of audit fees of $6,157,373, well below the 50% threshold that would raise independence concerns. PwC has served since 2007 (approximately 19 years), which is below the 25-year tenure threshold that would require additional scrutiny. No material restatements are disclosed, and PwC is a Big 4 firm appropriate for a $24 billion public utility.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Vote on a Shareholder Proposal: Shareholder Right to Act by Written Consent
John Chevedden is a well-known and credible individual governance activist with a long track record of submitting shareholder-focused proposals; this type of filer is taken seriously under the policy. The right to act by written consent is a mainstream governance improvement that gives shareholders a faster avenue to raise urgent matters without waiting for an annual meeting, complementing (rather than duplicating) the special meeting right the board is separately proposing at a 10% ownership threshold. While the board argues that the special meeting right makes written consent redundant, shareholders generally benefit from having both tools available, and the company's opposition does not provide a compelling enough reason to deny shareholders this standard governance right.
Overall Assessment
The 2026 CMS Energy annual meeting ballot presents a clean slate across its three standard proposals: all 11 director nominees receive FOR votes as the company's strong positive 3-year stock return of +41.3% keeps TSR underperformance well below policy thresholds, the Say on Pay program is well-structured with 87% variable pay and strong performance-linkage earning a FOR vote, and PwC's audit fees and 19-year tenure both clear policy hurdles comfortably. The most notable contested item is the Chevedden written consent proposal, which earns a FOR vote given his credibility as a governance activist and the mainstream nature of the ask, notwithstanding the board's simultaneous adoption of a special meeting right.
Compensation Peer Group
45 companies disclosed in 2026 proxy filing