John Russell
About John G. Russell
Independent Chairman of CMS Energy and Consumers Energy since 2016; Director since 2010. Age 67 as of the 2025 Annual Meeting. Former President & CEO of CMS and Consumers (2010–2016) with prior senior operating roles across electric and gas businesses, bringing >30 years of regulated utility leadership and broad governance competencies. Public board experience within last five years includes Hubbell Incorporated (2011–2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMS Energy | Chairman of the Board | 2016–present | Independent board leader; presides over executive sessions and chairs Executive Committee. |
| CMS Energy / Consumers Energy | President & CEO | 2010–2016 | Led utility operations, regulatory and strategic oversight. |
| Consumers Energy | President & COO | 2004–2010 | Oversaw electric and gas distribution/transmission and operations. |
| Consumers Energy | EVP & President/CEO – Electric; EVP & President – Electric & Gas | 2001–2004 (Electric CEO), 2004 (Electric & Gas) | Senior leadership across utility segments; deep operational expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hubbell Incorporated | Director | 2011–2024 | Electrical products manufacturer; service concluded in 2024. |
| Grand Valley University Foundation | Director | Not specified | Non-profit governance. |
| The Russell Family Foundation | Chairman | Not specified | Philanthropic leadership. |
| Prior boards: Grand Valley State University; Business Leaders for Michigan; The Right Place, Inc.; Michigan Chamber of Commerce; American Gas Association; Edison Electric Institute | Director/Member | Historical | Sector/regulatory and community engagement. |
Board Governance
- Independence: Board identifies Russell as independent under NYSE and company standards; 90% of directors are independent and all standing committees (except Executive) are fully independent.
- Leadership structure: CMS separates CEO and Chairman roles; Wright serves as Presiding Director (elected May 3, 2024) to enhance independent oversight.
- Committee assignments (2024): Russell chairs the Executive Committee; not listed as a member of Audit, Compensation, Finance, or Governance committees.
- Executive sessions: Independent directors met four times at CMS and four times at Consumers in 2024; Chairman Russell presided.
- Attendance: The Boards met eight times in 2024; all directors attended >75% of Board/assigned committee meetings and the 2024 annual meeting.
| Committee (2024) | Role | 2024 Meetings (CMS/Consumers) | Notes |
|---|---|---|---|
| Executive Committee | Chair | 0 / 0 | Exercises Board authority between meetings if needed. |
| Audit | — | 7 / 7 | All members are independent and financial experts. |
| Compensation & Human Resources | — | 4 / 4 | Independent oversight of pay and succession. |
| Finance | — | 3 / 3 | Oversees capital, financing, dividends. |
| Governance, Sustainability & Public Responsibility | — | 3 / 3 | Board effectiveness, sustainability oversight. |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $115,000 | Standard non-employee director cash retainer. |
| Chairman Retainer | $175,000 | Additional fee for Chair of the Board. |
| Total Cash (Fees Earned) | $290,000 | Matches compensation table for Russell. |
| Other Compensation | $1,000 | Matching gift program contribution. |
2025 Board fee schedule changes (context): Presiding Director retainer increases to $35,000 (from $30,000); Audit Chair to $25,000 (from $22,500); Audit members to $10,000 (from $5,000). Chairman retainer remains $175,000.
Performance Compensation
| Element | Grant/Status | Value/Amount | Vesting/Terms |
|---|---|---|---|
| Annual Equity Retainer | 2024 grant | $175,000 | Tenure-based; 100% vests at next annual meeting. |
| Form of Award (2024) | Deferred to RSUs | Elected by Russell | Directors elect RSU if deferring equity under Performance Incentive Stock Plan. |
| Outstanding RSUs (as of 12/31/2024) | RSUs | 2,910 | Russell had 2,910 outstanding RSUs; no unvested restricted stock. |
| Cash Deferral (DCP) | 2024 election | Not elected by Russell | DCP allows cash deferral; several directors elected, Russell not listed. |
Policy notes for directors:
- Stock ownership guideline: 5x annual cash retainer; compliance required by 5th calendar year; all directors comply or are expected to comply.
- Hedging/pledging: Prohibited for directors and officers.
Other Directorships & Interlocks
| Company | Role | Overlap/Notes |
|---|---|---|
| Hubbell Incorporated | Director (2011–2024) | Within last 5 years; Board determined director independence considering immaterial business or charitable relationships. |
The Board’s independence review cites charitable affiliations and ordinary-course transactions with entities affiliated with directors as immaterial (well below thresholds), and affirms independence for Audit and Compensation Committee members.
Expertise & Qualifications
- Senior leadership; finance/accounting; regulatory/government affairs; risk management; customer experience; IT/safety/security; utility experience; strategic planning/governance; sustainability/environment; DE&I; human resources/executive compensation.
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Beneficially Owned Shares | March 4, 2025 | 144,081 | Includes RSUs/right to acquire within 60 days; no shares pledged. |
| Outstanding RSUs | Dec 31, 2024 | 2,910 | As disclosed in directors’ compensation table footnotes. |
| Ownership Guideline | Current | 5x annual cash retainer | Board reports compliance or expected compliance for all directors. |
| Group Ownership | March 4, 2025 | <0.5% of CMS shares | Directors and executive officers as a group. |
Governance Assessment
- Board effectiveness: Separation of Chair/CEO, independent Presiding Director, robust committee structure, annual board and committee evaluations (with third-party peer evaluations cycle begun in 2024). Positive governance signals.
- Independence & engagement: Russell is independent; presides over executive sessions; strong attendance (>75%) and full annual meeting participation.
- Pay and alignment: Director pay is standard market structure—cash retainer plus tenure-based equity; Russell defers equity into RSUs, reinforcing long-term alignment; ownership guidelines at 5x retainer with reported compliance.
- Conflicts and related-party exposure: No pledging/hedging permitted; related-party transactions require Audit Committee pre-approval; none disclosed involving Russell; 2025 proxy notes one management-family employment matter unrelated to directors.
- Compensation risk oversight: Independent consultant review found no areas of high risk; practices include majority variable/LTI for executives, double-trigger CIC, no tax gross-ups; relevant to overall governance quality.
Red Flags
- None disclosed specific to Russell: no pledging/hedging, no related-party transactions, high meeting attendance and independent status affirmed.