Kelly Hall
Senior Vice President, Regulatory & Legal Affairs and Deputy General Counsel at CONSUMERS ENERGY
Executive
About Kelly Hall
Kelly Hall was appointed senior vice president, regulatory & legal affairs and deputy general counsel at CMS Energy/Consumers Energy, effective July 1, 2025, with responsibility for the legal, regulatory, and compliance organizations . Hall has a long-standing legal/regulatory background with the company, appearing on Consumers Energy legal department correspondence and regulatory service lists in 2014 . As company context, CMS’s 2024 adjusted EPS used for incentives was $3.34 vs. a $3.29 target (payout contribution 95% of total), and the 2024 annual incentive plan paid out at 133% overall; three-year TSR for the 2022-2024 LTI cycle ranked at the 52nd percentile of its peer group (TSR component paid ~105%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CMS Energy / Consumers Energy | Senior Vice President, Regulatory & Legal Affairs; Deputy General Counsel (effective) | 2025– | Oversees legal, regulatory, and compliance organizations |
| Consumers Energy (Legal Dept./Regulatory Proceedings) | Legal/regulatory roles (appearance on internal legal department roster and MPSC service list) | 2014 | Participation in utility law and regulatory proceedings and filings |
External Roles
- No external directorships or outside roles were disclosed in company filings reviewed .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | Not disclosed for Hall | Hall was not listed as a Named Executive Officer (NEO) in the 2025 proxy; NEOs disclosed were Rochow, Hayes, Hofmeister, Johnson, Wells Jr. |
| Target Bonus % | Not disclosed for Hall | NEO target bonus percentages ranged from 65% to 125% of base salary in 2024 as program design context |
| Perquisites | Not disclosed for Hall | Program-wide principal perquisite is annual executive physical; limited perquisites for NEOs |
Reference (NEO base salary context, not Hall-specific):
- 2024 base salaries: Rochow $1,250,000; Hayes $810,000; Hofmeister $545,000; Johnson $620,000; Wells Jr. $575,000 .
Performance Compensation
Company-wide executive incentive structure (2024):
| Metric | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Annual Incentive EPS (Adjusted) | 70% | $3.29 | $3.34 | 136% (contributes 95% of total payout with weight) |
| Annual Incentive Utility (People/Planet/Prosperity metrics) | 30% | Various operational targets | 124% | 37% (contributes 37% of total payout with weight) |
| Total Annual Incentive Plan | — | — | — | 133% |
Long-term incentives (LTI) design and recent outcomes:
| Element | Weight | Performance Period | Vesting | Recent Outcome |
|---|---|---|---|---|
| Performance-based RS (Relative TSR vs. Performance Peer Group) | 50% of perf component (overall perf RS = 75% of LTI) | 3 years | Vests at 50%–200% of target based on percentile; capped at 100% if absolute TSR negative | 2022 grants TSR: 52nd percentile; vesting 105.3% |
| Performance-based RS (Relative LTI EPS Growth) | 50% of perf component | 3 years | As above | 2022 grants: EPS growth 26%; peer-relative result pending after Mar-21-2025 as of proxy filing |
| Tenure-based RS | 25% of LTI | 3-year service | Time-vest at 3 years | Standard time-based retention |
| Dividends on unvested performance awards | — | — | — | No cash dividends; accrue as additional performance shares subject to same conditions |
Program notes:
- Majority of NEO pay is variable and equity-based; LTI payouts capped at target if 3-year absolute TSR or LTI EPS is negative .
- 2024 annual equity grant timing in January; no option grants since 2003; plan prohibits option repricing/buybacks .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Officer stock ownership guidelines | Officers must own CMS stock equal to 1–6x base salary depending on position; compliance required within 5 years of becoming an officer or promotion to higher threshold |
| Non-compliance consequences | Sale restrictions on future awards; potential partial equity-settled annual incentive; prohibition on selling below guideline; equity-settled incentive to reach compliance |
| Hedging/pledging policy | Directors and officers are prohibited from pledging, short sales, and hedging transactions in CMS securities |
| Clawback | Dodd-Frank compliant clawback policy; committee discretion to recoup for restatements, errors, or mistakes beyond Dodd-Frank scope |
| Hall’s beneficial ownership | Not disclosed; Hall was not among directors/NEOs listed in the beneficial ownership table as of March 4, 2025 |
Employment Terms
| Term | Standard Company Practice | Notes |
|---|---|---|
| Employment agreement | No “traditional” employment agreements for NEOs; use Officer Separation (OS) and Change-in-Control (CIC) agreements | |
| Severance (OS Agreements) | Lump sum; CEO at 1.75x base salary; other NEOs (e.g., EVPs/SVPs) at 1.5x base salary; pro-rata vesting of equity (perf shares settle pro-rata at actual performance) | |
| CIC benefits | Double-trigger required (CIC + qualifying termination within 2 years); 2x base salary and 2x target incentive; pro-rata current-year incentive; medical coverage; perf RS vests pro-rata at target; tenure RS typically accelerate | |
| Good Reason/Cause definitions | Good Reason includes material diminution in role/compensation or relocation; Cause includes willful failure, materially detrimental acts, or specified criminal actions | |
| Tax gross-ups | None; “best net benefit” cutback applies for 280G excise tax | |
| Non-compete | Consideration for non-compete is part of CIC severance |
Note: Hall’s individual agreements were not disclosed; terms above reflect NEO program design and disclosures .
Performance & Track Record
| Indicator | CMS/Consumers Disclosure |
|---|---|
| Long-run performance framing | 2024 marked the 14th year with 5- and 10-year CMS TSR at or above the median of the performance peer group |
| 2024 adjusted EPS (for incentives) | $3.34 vs. $3.29 target (EPS portion payout 136%) |
| Say-on-pay support | 95% of votes cast in favor in 2024 (context for compensation program continuity) |
Compensation Committee and Governance
| Item | Details |
|---|---|
| Committee composition (2024) | Compensation and Human Resources Committee: Ronald J. Tanski (Chair), Kurt L. Darrow, Laura H. Wright; all independent |
| Independent consultant | Pay Governance LLC; no management conflicts disclosed |
| Risk safeguards | Annual comp risk assessment found no areas of high risk; prohibition on hedging/pledging; clawback policy; LTI payout cap when absolute performance negative |
Compensation Peer Group (Benchmarking context)
- Compensation Peer Group used to set pay includes 20 utilities (e.g., DTE Energy, Consolidated Edison, WEC Energy, Xcel Energy) .
- Performance Peer Group for LTI is broader (S&P 500 and S&P Midcap 400 utilities) .
Investment Implications
- Alignment: Hall’s remit (regulatory, legal, compliance) sits at the nexus of rate outcomes and risk management; program-wide policies (no hedging/pledging, officer ownership, clawbacks) and double-trigger CIC terms support alignment and lower governance risk .
- Incentive levers: Executive incentives emphasize adjusted EPS and utility operational metrics (safety, reliability, customer outcomes) with balanced three-year TSR/EPS LTI—factors Hall can influence via regulatory strategy and compliance execution, indirectly supporting EPS and TSR .
- Retention/selling pressure: Standard three-year vesting and pro-rata equity treatment under OS/CIC reduce abrupt selling pressure; prohibition on pledging/hedging further lowers adverse trading signals. No Hall-specific Form 4 activity was disclosed in the documents reviewed .
- Data gaps: Hall’s individual pay mix, severance specifics, and equity ownership are not disclosed in the latest proxy/10‑K; monitor future 8‑Ks and the next proxy for NEO status and Form 4 filings to assess ownership alignment and vesting calendars .
Sources: Appointment and scope ; legal/regulatory history ; compensation program design, payouts, governance, and policies .