Deborah Butler
About Deborah H. Butler
Deborah H. Butler (age 70) is an independent director of CMS Energy Corporation and Consumers Energy Company, serving since 2015 (10 years of tenure as of May 2025). She is the retired Executive Vice President of Planning and Chief Information Officer at Norfolk Southern Corporation (2007–2015) and is recognized for operations, customer service, safety/regulatory, strategic planning, and information technology expertise, including cybersecurity subject-matter depth. Public company board service in the last five years: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | Executive Vice President of Planning & Chief Information Officer | 2007–2015 | Led planning and IT; experience across operations, safety, regulatory environment, strategic planning, IT; prior Vice President, Customer Services |
| Norfolk Southern Corporation | Vice President, Customer Services | Not disclosed | Customer service and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Patriot Rail Company LLC | Chairman | Not disclosed | Private company; logistics/rail exposure |
| Ports America | Independent Board Member | Not disclosed | Private port services; supply chain perspective |
| Public Company Boards | None within last 5 years | — | Reduces interlocks/conflict risk |
Board Governance
- Independence: Independent director under NYSE and CMS Energy’s more stringent standards. All Audit and Compensation Committee members are independent; all standing committees (Audit, Compensation, Finance, Governance) are 100% independent.
- Committee memberships (2024): Audit Committee (member); Governance, Sustainability and Public Responsibility Committee (member). All Audit Committee members are financially literate and designated “Audit Committee Financial Experts” under SEC rules.
- Board leadership and oversight: Chairman is independent and separate from CEO; Presiding Director role established (Laura Wright since May 3, 2024). Board oversees risk (including cyber), finance, compensation, governance/sustainability; cybersecurity updates to Board/Audit at least twice annually.
- Attendance and engagement: Board met 8 times in 2024; all directors attended >75% of Board and assigned committee meetings and the 2024 annual meeting; independent directors met in executive session four times.
- Director education and evaluation: All directors attended 2024 internal education programs (Digital/AI; Changing Policy Landscape of Electric Supply); robust annual Board/committee evaluations and periodic third‑party individual peer evaluations.
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Member | 7 | Financial reporting/internal controls; auditor oversight; legal/regulatory compliance; risk management including cyber; internal audit performance; audit/non-audit service pre-approval |
| Governance, Sustainability & Public Responsibility Committee | Member | 3 | Corporate governance principles; director nominations/education/evaluations; sustainability/stakeholder outreach; political/charitable contributions; oversight of director code conduct |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard director retainer |
| Audit Committee membership fee | $5,000 | Other members of Audit Committee (non-chair) |
| Total cash fees | $120,000 | Matches reported “Fees Earned or Paid in Cash” for Butler |
| Year | Annual Cash Retainer | Audit Committee Member Fee | Presiding Director | Audit Chair | Compensation Chair | Finance/Governance Chair |
|---|---|---|---|---|---|---|
| 2024 | $115,000 | $5,000 | $30,000 | $22,500 | $20,000 | $20,000 |
| 2025 | $115,000 | $10,000 | $35,000 | $25,000 | $20,000 | $20,000 |
Performance Compensation
| Element | 2024 Grant Detail | Vesting/Metrics | Deferral Elections | 2024 Reported Value (USD) |
|---|---|---|---|---|
| Annual equity retainer (restricted stock) | May 2024 grant; fair market value at grant of ~$175,000 | 100% tenure-based; vests at next annual meeting (no performance metrics) | Butler elected to defer 2024 equity grant (issued as RSUs) | $175,000 (aggregate grant date fair value) |
| Directors’ Deferred Compensation Plan (cash fees) | Pre-year irrevocable deferral election of cash retainers | Lump-sum or installments; invested via recordkeeper mutual funds; unsecured obligation of company | Butler elected to defer 2024 fees under DCP | N/A (structure disclosure) |
Equity retainer is tenure-based, not performance-conditioned; no options are used for director pay. Policy prohibits pledging, margin purchases, short sales, and hedging by directors/officers.
Other Directorships & Interlocks
| Company | Industry Relationship to CMS/Consumers | Type | Committee Roles |
|---|---|---|---|
| Patriot Rail Company LLC | Rail/logistics; not disclosed as a CMS/Consumers counterparty | Private board | Not disclosed |
| Ports America | Port operations; not disclosed as a CMS/Consumers counterparty | Private board | Not disclosed |
| Public boards last 5 years | — | None | — |
- Service on other public boards capped by CMS principles; all current directors meet limits and Audit Committee service deemed not impaired by other audit committees.
Expertise & Qualifications
- Cybersecurity and physical security oversight experience; elected alongside another cyber expert to strengthen Board cyber oversight.
- Deep IT leadership and operations experience (EVP Planning & CIO at Norfolk Southern) with safety, regulatory and strategic planning credentials.
- Board skills matrix: Security—Cyber and Physical; Executive leadership; Finance/accounting; Strategic planning/governance; Lean/supply chain. Tenure: 10 years; Age: 70.
Equity Ownership
| Holder | CMS Common Stock Beneficially Owned (shares) | % of Outstanding | Unvested Restricted Stock (shares) | Restricted Stock Units Outstanding (shares) |
|---|---|---|---|---|
| Deborah H. Butler | 33,982 | <0.5% (individuals and group each <0.5%) | 0 | 32,216 |
- No shares pledged as security; company prohibits pledging/hedging for directors/officers.
- Director stock ownership guideline: hold CMS stock equal to 5× annual cash retainer by the fifth calendar year; all directors comply or are expected to comply.
Governance Assessment
- Board effectiveness: Butler enhances Audit risk oversight and cyber resilience; Audit Committee composition meets SEC “financial expert” standard and all members are independent—a positive signal for financial reporting integrity.
- Independence and attendance: Independent status, committee independence (100%), and strong attendance/engagement support investor confidence; independent executive sessions held regularly.
- Compensation alignment: Director pay mix balanced—cash retainer plus tenure-based equity; deferral elections (equity→RSUs; cash→DCP) enhance long-term alignment. No options, no tax gross-ups, and anti-hedging/pledging policy—shareholder-friendly features.
- Ownership and alignment: Meaningful beneficial ownership and substantial RSU balance; compliance with 5× retainer ownership guideline indicates alignment.
- Conflicts/related-party exposure: No director-specific related-party transactions disclosed for Butler; formal Audit Committee pre-approval policy governs any related-party transactions.
- Shareholder feedback: CMS say‑on‑pay support ~95% in 2024 (advisory) suggests robust investor acceptance of compensation governance framework.
Red Flags: None identified specific to Butler. No public company interlocks, no pledging/hedging, no waivers to Director Code, no disclosed related-party dealings.
Signals: Cybersecurity expertise, Audit financial expert designation, and deferral of equity/cash indicate long-term alignment and governance rigor; committee independence and majority-independent Board structure further strengthen oversight quality.