Brandon Hofmeister
About Brandon Hofmeister
Brandon J. Hofmeister (age 48) is Senior Vice President of Strategy, Sustainability and External Affairs at CMS Energy and Consumers Energy; he has served as SVP since 2017 at both companies and previously also held the same role at NorthStar Clean Energy through June 2024 . In 2024, CMS delivered adjusted EPS of $3.34 vs a $3.29 target, driving a 133% annual incentive payout; the 2022–2024 TSR tranche vested at 105.3% based on 52nd percentile relative TSR, with the EPS tranche pending final determination after March 21, 2025 . On May 15, 2025, CMS reaffirmed Hofmeister will continue to oversee strategy, sustainability and external affairs in a new organizational structure effective July 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CMS Energy | Senior Vice President | 7/2017 – Present | Corporate strategy, sustainability, external affairs leadership |
| Consumers Energy | Senior Vice President | 7/2017 – Present | Utility strategy, sustainability, external affairs leadership |
| NorthStar Clean Energy | Senior Vice President | 9/2017 – 6/2024 | Supported non-utility clean energy strategy and operations |
External Roles
- No public company directorships or external board roles disclosed in the 2025 proxy or 2024 Form 10‑K .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 525,000 | 535,000 | 545,000 |
| Target Annual Bonus (% of salary) | 65% | 65% | 65% |
| Actual Annual Incentive Paid ($) | 491,400 | 438,165 | 471,152 |
| All Other Compensation ($) | 114,174 | 143,337 | 139,267 |
Notes: 2024 base salary increased 1.9% vs 2023; annual incentive funded at 133% of target for all NEOs .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 outcomes
| Metric | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Adjusted EPS | 70% | $3.29 | $3.34 | 136% |
| Utility Operating (People/Planet/Prosperity) | 30% | Multiple operational goals | Aggregate achievement 124% | 124% |
| Total Plan Performance Factor | — | — | — | 133% (95% from EPS + 37% from Utility) |
AIP design emphasizes 70% financial (EPS) and 30% operational “Utility” metrics aligned with People, Planet and Prosperity .
Long-Term Incentive (LTI) design and vesting
- Mix: 75% performance-based restricted stock (PBRS) and 25% tenure-based restricted stock (TBRS); 3-year cliff vesting; 2024 metrics are relative TSR (50%) and relative LTI EPS growth (50%) vs Performance Peer Group .
- Caps: If three-year absolute TSR or EPS growth is negative, payout is capped at 100% .
- Option awards: None; company has not granted options since 2003 and prohibits repricing .
Recent LTI performance results
| Cycle | Metric | Relative Percentile/Result | Payout |
|---|---|---|---|
| 2021–2023 | TSR | 38th percentile | 71.1% |
| 2021–2023 | EPS Growth | 82nd percentile | 180.4% |
| 2022–2024 | TSR | 52nd percentile | 105.3% (vested Jan 29, 2025) |
| 2022–2024 | EPS Growth | 26% (peer-relative result pending) | Determination after March 21, 2025 |
2024 equity grants (Hofmeister)
| Grant Date | Instrument | Target Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 1/25/2024 | PBRS (TSR + EPS, 50/50) | 11,556 | Cliff after 3 years (performance-based) | 688,374 |
| 1/25/2024 | TBRS | 3,852 | Cliff after 3 years (service-based) | 217,484 |
2024 stock vested (realized): Hofmeister vested 14,275 shares with value realized $826,617 (at $56.44 and $58.97 reference prices on vesting dates) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 71,932 CMS shares (includes restricted stock) as of March 4, 2025 |
| Estimated Ownership % of CMS Shares | ~0.024% (71,932 / 298,794,638 CMS shares outstanding Jan 17, 2025) |
| Restricted Stock Held (RS) | 49,491 RS included in beneficial ownership (Hofmeister) |
| Unvested Awards (select positions at 12/31/2024) | TBRS: 3,403 (2023, vest 1/26/2026), 3,852 (2024, vest 1/25/2027); PBRS in-progress: multiple tranches through 2027; see Outstanding Equity Awards table for full detail and valuations |
| Pledging/Hedging Policy | Directors and officers prohibited from pledging, short sales, or hedging company securities |
| Shares Pledged | None; footnote states no shares pledged |
| Stock Ownership Guidelines | Hofmeister requirement: 2x base salary; all NEOs compliant as of 12/31/2024 |
Outstanding equity detail (12/31/2024) for Hofmeister includes unvested tenure-based and in-progress performance tranches with grant/vest schedules and market values (e.g., 2023 TBRS 3,403 shares; 2024 TBRS 3,852 shares; PBRS tranches with target/assumption disclosures); see table for complete counts and valuations .
Employment Terms
| Provision | Key Terms (Hofmeister) |
|---|---|
| Employment Agreement | No traditional employment contract; covered by Officer Separation Agreement (OS) and Change-in-Control Agreement (CIC) |
| OS – Termination Without Cause (12/31/2024 snapshot) | 1.5x base salary ($817,500), pro-rata vesting treatment for equity, DC SERP vest of $537,959; unvested RS awards valued ~$1,892,482; total illustrated value $3,247,941 |
| CIC – Double Trigger (within 2 years of CIC) | 2x base salary ($1,090,000) + 2x target bonus ($708,500) + pro‑rata bonus ($354,250) + DC SERP ($753,234) + medical coverage ($43,167) + unvested RS awards ($2,139,243); total $5,088,394 |
| Equity Vesting on CIC | Double-trigger; performance-based awards vest at target level with pro‑ration for service; service-based pro‑rated |
| Clawback | Dodd-Frank compliant clawback policy; committee retains discretion for additional recoupment in certain circumstances |
| Tax Gross-Ups | None; CIC uses “best net benefit” cutback if needed |
Compensation Structure Analysis
- Pay mix and risk: Hofmeister’s 2024 target total direct compensation is 69% variable (at-risk) and 31% fixed; variable is 29% annual and 71% long-term; cash/equity mix is 51%/49% . This aligns incentives to multi‑year TSR/EPS goals while maintaining meaningful service-based retention.
- Performance calibration: AIP balanced between financial EPS (70%) and operational “Utility” metrics (30%), encouraging both earnings and operational excellence; 2024 funded at 133% following EPS beat and above‑target Utility performance .
- Governance safeguards: No pledging/hedging; no stock options; LTI payout cap if absolute TSR/EPS is negative; double-trigger CIC vesting; robust clawback—all shareholder‑friendly .
Related Party Transactions, Say‑on‑Pay, Peer Groups
- Related party: Policy requires Audit Committee pre‑approval; no Hofmeister‑specific related party transactions disclosed .
- Say‑on‑Pay: 2024 advisory approval ~95% in favor, indicating strong shareholder support for pay program .
- Peer groups and targets: Compensation targeted near market median of a defined compensation peer set; LTI uses a broader S&P500/400 utilities peer set for relative TSR and EPS growth comparisons .
Performance & Track Record (context for role scope)
- Company TSR context: CMS cited 14 straight years with 5‑ and 10‑year TSR at or above peer median; the 2022–2024 TSR PBRS vested at 105.3% (52nd percentile), consistent with “at or above median” positioning .
- Strategic trajectory: Clean energy plan includes ending coal generation in 2025 and targeting 100% clean energy by 2040; renewable plan updates propose up to 9 GW solar and 2.8 GW wind additions—areas central to Hofmeister’s sustainability and external affairs mandate .
Investment Implications
- Near-term vesting/supply: PBRS granted in 2022 concluded performance Dec 31, 2024; TSR tranche vested Jan 29, 2025 at 105.3% and EPS tranche vests post‑determination after Mar 21, 2025; 2023 grants vest Jan 26, 2026 and 2024 grants vest Jan/Mar 2027—these dates can create periodic tax‑withholding sales but broader insider selling pressure is mitigated by anti‑hedging/pledging policy and stock ownership requirements .
- Pay-for-performance alignment: 69% at‑risk compensation and multi‑year relative metrics (TSR/EPS) reinforce alignment with long‑term shareholder value; payout caps in down markets add downside risk control .
- Retention risk: CIC/OS protections (1.5x salary outside CIC; 2x salary and target bonus at CIC) and ongoing unvested equity through 2027 provide retention hooks; no excise tax gross‑ups and double‑trigger vesting reduce governance risk .
- Governance quality: Strong say‑on‑pay support (~95%), no options/repricings, and clawback regime suggest low compensation‑related governance risk .
Appendices
Selected Outstanding Equity Awards (Hofmeister) at 12/31/2024
| Grant/Vest | Instrument | Shares/Units Unvested | Market Value ($) |
|---|---|---|---|
| 1/26/2023 – 1/26/2026 | TBRS | 3,403 | 226,810 |
| 1/26/2023 – 1/26/2026 | PBRS (in-cycle) | 8,178 | 545,064 |
| 1/26/2023 – 3/26/2026 | PBRS (EPS tranche timeline) | 10,904 | 726,752 |
| 1/25/2024 – 1/25/2027 | TBRS | 3,852 | 256,736 |
| 1/25/2024 – 1/25/2027 | PBRS (in-cycle) | 8,949 | 596,451 |
| 1/25/2024 – 3/25/2027 | PBRS (EPS tranche timeline) | 11,932 | 795,268 |
Note: 2022 PBRS TSR portion vested (105.3%) with service date 1/29/2025; EPS portion vests after 3/21/2025 determination; per table mechanics, 2022 tranches appear in tenure column at achieved/assumed levels pending post‑performance vesting formalities .
2024 Summary Compensation (Hofmeister)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 545,000 | 905,858 | 471,152 | 139,267 | 2,061,277 |
| 2023 | 535,000 | 877,706 | 438,165 | 143,337 | 1,994,208 |
| 2022 | 525,000 | 810,105 | 491,400 | 114,174 | 1,940,679 |
Deferred Compensation (Hofmeister) – 2024
| Plan | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| DSSP | 12,000 | 12,000 | 23,673 | 157,670 |
| DC SERP | — | 81,067 | 107,310 | 714,705 |
Beneficial Ownership and Guidelines
- Beneficial ownership: 71,932 shares as of March 4, 2025; no shares pledged; NEOs comply with ownership guidelines (Hofmeister: 2x salary) .
- Estimated ownership as percent of CMS outstanding shares: ~0.024% (71,932 / 298,794,638) .
Organizational Update (role continuity)
- CMS organizational redesign (effective July 1, 2025) confirms Hofmeister continues to lead Strategy, Sustainability and External Affairs .