John Sznewajs
About John G. Sznewajs
John G. Sznewajs is an independent director of CMS-PB, age 57, serving since 2015, with nine years of board tenure as of May 2025 . He is currently a Partner at Shore Capital’s Industrial Platform (2023–present) and previously served as Vice President and Chief Financial Officer at Masco Corporation (2007–2023) . He is designated an Audit Committee Financial Expert and brings deep finance, corporate development, and prior oversight of information technology and enterprise-wide strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masco Corporation | Vice President & CFO | 2007–2023 | Prior Masco Treasurer; extensive finance leadership and IT oversight |
| Masco Corporation | Treasurer | Prior role | Financial stewardship background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shore Capital – Industrial Platform | Partner | 2023–present | Private equity partner, industrial focus |
| Detroit Zoological Society | Director & Treasurer | Not disclosed | Non-profit board role |
| Teach for America – Detroit | Board Member | Not disclosed | Education non-profit engagement |
| Public Company Boards (last 5 years) | None | N/A | No current public company directorships |
Board Governance
- Independence: Confirmed independent director under NYSE standards and CMS’s stricter Independence Standards; Audit and Compensation Committees composed entirely of independent directors .
- Committee assignments and chair roles (CMS and Consumers have the same Directors and Committees):
- Audit Committee: Chair; 7 meetings in 2024; all members financially literate and Audit Committee Financial Experts; responsibilities include financial reporting integrity, auditor oversight, legal/regulatory compliance, risk (including cyber), and internal audit performance .
- Finance Committee: Member; 3 meetings in 2024; responsibilities include financing plans, capital structure/dividends, financial policies, capital projects oversight .
- Executive Committee: Member; 0 meetings in 2024 .
- Attendance and engagement: Boards met eight times in 2024; all Directors attended more than 75% of Board and assigned Committee meetings and attended the 2024 annual meeting; independent Directors held four executive sessions, presided by Chairman Russell .
- Combined boards: CMS and Consumers maintain the same individuals on each Board and each Board Committee; compensation arrangements and auditing relationships are coordinated .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Roles Driving Cash Fees | Total Cash Notes |
|---|---|---|---|
| 2024 | 140,417 | Annual cash retainer plus Committee role fees (Audit Chair) | Includes prorated payments by months served |
| Cash Fee Schedule | 2024 ($) | 2025 ($) |
|---|---|---|
| Annual Cash Retainer (non-employee directors) | 115,000 | 115,000 |
| Chair of the Audit Committee | 22,500 | 25,000 |
| Other Members of the Audit Committee | 5,000 | 10,000 |
| Chairs of Finance and Governance Committees | 20,000 | 20,000 |
| Presiding Director | 30,000 | 35,000 |
| Chairman of the Board | 175,000 | 175,000 |
Additional cash deferral: Sznewajs elected to defer receipt of his 2024 director fees under the Directors’ Deferred Compensation Plan (DCP), administered by Fidelity Investments .
Performance Compensation
| Component | 2024 Value ($) | Structure | Vesting | Deferral Elections |
|---|---|---|---|---|
| Annual Equity Award (Restricted Stock) | 175,000 | Tenure-based (no performance metrics) | 100% at next annual meeting date | 2024 equity grant deferred; granted as RSUs |
| RSU/Restricted Stock Status (as of 12/31/2024) | Shares |
|---|---|
| Outstanding Restricted Stock Units (RSUs) | 27,926 |
| Unvested Restricted Stock | 0 |
Equity award trend: 2023 director equity award was $160,000 (tenure-based); increased to $175,000 in 2024; 2025 award expected at ~$175,000, tenure-based, vesting at the next annual meeting .
Performance metrics table (Director awards)
| Metric Type | Applies to Director Equity? | Notes |
|---|---|---|
| Relative TSR | No | Director equity is tenure-based only |
| LTI EPS Growth | No | Director equity is tenure-based only |
| ESG/Operational Goals | No | Not disclosed for directors; tenure-based grants |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public Company Boards (last 5 years) | None |
| Interlocks/Shared Directorships | CMS and Consumers share same individuals on Boards/Committees; no competitive interlocks disclosed |
| Related party transactions | Audit Committee pre-approval policy and rigorous review; no director-related party transactions disclosed for Sznewajs |
Expertise & Qualifications
- Finance and Accounting; enterprise strategy; prior IT oversight; designated Audit Committee Financial Expert .
- Corporate development experience spanning 25+ years .
- Board skills matrix shows competencies in executive leadership and finance/accounting; risk oversight embedded in Audit responsibilities including cybersecurity .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares (CMS) as of 03/04/2025 | 31,748 | |
| RSUs Outstanding (12/31/2024) | 27,926 | |
| Pledged Shares | None; hedging/pledging prohibited for directors/officers | |
| Ownership as % of CMS Outstanding | <0.5% (individual directors each <0.5%) | |
| Director Stock Ownership Guideline | 5x annual cash retainer; compliance required by end of 5th calendar year | |
| Compliance Status | All Directors comply or are expected to comply by deadline |
Governance Assessment
-
Strengths
- Audit Chair role and Audit Committee Financial Expert designation signal high board effectiveness in financial oversight; responsibilities explicitly cover cyber risk and compliance .
- Documented independence under NYSE and CMS’s stricter standards; Audit and Finance Committees are fully independent .
- Attendance and engagement: Boards met eight times; all Directors exceeded 75% attendance and attended the annual meeting; independent directors held regular executive sessions .
- Alignment: Tenure-based equity grants with deferral into RSUs; stock ownership guidelines at 5x retainer; hedging/pledging prohibited; beneficial ownership disclosed (31,748 shares) .
- Investor support: CMS say-on-pay approval ~95% in 2024, indicating strong shareholder confidence (context for overall governance environment) .
- Controls on conflicts: Related party transactions require Audit Committee pre-approval with specific factors assessed; no waivers to Codes of Ethics; no such waivers or exceptions granted .
-
Watch items
- Private equity affiliation (Shore Capital) warrants ongoing monitoring for potential related-party transactions with portfolio companies; CMS’s policy provides structured pre-approval and conflict review, and no director-related transactions are disclosed for Sznewajs .
- Director equity is tenure-based (not performance-based); while common for utilities, investors may prefer performance-conditioned director equity—CMS balances this with stringent ownership guidelines and deferral options .
Director Compensation Summary (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 140,417 |
| Stock Awards (Grant Date Fair Value) | 175,000 |
| Other Compensation | — |
| Total | 315,417 |
Committee Assignments Snapshot (2024 activity)
| Committee | Role | Meetings (CMS/Consumers) | Key Oversight Areas |
|---|---|---|---|
| Audit | Chair | 7 / 7 | Financial reporting, auditor independence/performance, legal/regulatory compliance, risk incl. cyber, internal audit |
| Finance | Member | 3 / 3 | Financing plans, capital structure/dividends, financial policies, capital project oversight |
| Executive | Member | 0 / 0 | Acts between board meetings as necessary |
Related Party Transactions & Policies
- Any related party transaction >$10,000 with a material interest must be reported and pre-approved by the Audit Committee; approvals consider market terms, size, nature of interest, and conflict risk .
- No director-specific related party transactions disclosed for Sznewajs; policy prohibits director/officer hedging and pledging of company securities .
- No waivers or exceptions to the Directors’ Code disclosed .
Say‑on‑Pay & Shareholder Feedback
- CMS shareholders’ advisory vote to approve executive compensation received ~95% of votes cast in favor (2024), supporting governance practices; program maintained with monitoring of best practices and institutional engagement .
Conclusion
Sznewajs’s chairmanship of the Audit Committee, independent status, strong attendance, and equity/deferral alignment support investor confidence. Governance policies around conflicts, hedging/pledging prohibitions, and high say‑on‑pay approval further mitigate governance risk; ongoing monitoring of private equity affiliations remains prudent under CMS’s robust related‑party framework .