Kurt Darrow
About Kurt L. Darrow
Independent director since 2013; age 70 as of the 2025 annual meeting. Retired President and CEO of La‑Z‑Boy Incorporated (2003–2021), and former Chairman (2011–2022), bringing >40 years of public‑company leadership, strategic marketing, and customer‑oriented operating experience. Board-determined independent under NYSE standards; CMS boards met eight times in 2024; all directors attended the 2024 annual meeting and more than 75% of meetings in 2024 (100% in 2023), with ongoing director education (Digital/AI; electric supply policy) attended by all directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| La‑Z‑Boy Incorporated | President & CEO | 2003–2021 | Led integrated manufacturing/retail strategy; customer orientation and strategic marketing cited by CMS boards |
| La‑Z‑Boy Incorporated | Chairman, Director | Chairman 2011–2022; Director 2003–2022 | Oversight of board governance and long-term strategy |
| La‑Z‑Boy Residential (division) | President | Prior to CEO | P&L leadership, operations, supply chain exposure |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Business Leaders for Michigan | Member; Executive Committee | Ongoing | Executive network; also includes CMS CEO Garrick Rochow, creating non‑profit interlock |
| ProMedica | Board Chairman | Unspecified | Health system governance experience |
| American Home Furnishings Alliance | Prior Chairman; Director Emeritus | Ongoing “Director Emeritus” | Industry advocacy; governance credentials |
Board Governance
- Independence: Determined independent (Darrow) per NYSE listing standards and CMS’s more stringent Independence Standards; Audit and Compensation committees are 100% independent.
- Committee assignments:
- 2025: Compensation and Human Resources Committee (member; chair is Ronald J. Tanski); Governance, Sustainability & Public Responsibility Committee (member; chair is Myrna M. Soto).
- 2023: Compensation and Human Resources Committee Chair; Governance Committee member; Executive Committee member.
- Meetings and attendance: Boards met eight times in 2024; all directors attended the annual meeting and more than 75% of Board/committee meetings in 2024; 100% attendance in 2023. Independent director executive sessions held four times in 2024 and 2023.
- Board leadership: Independent Chairman (John G. Russell) and a Presiding Director (Laura H. Wright) to enhance independent oversight.
- Director education: All directors attended internal programs in 2024 (Digital/AI; changing electric supply policy) and a Utility Renewables Seminar in 2023.
| Committee | Role | Year | Meetings |
|---|---|---|---|
| Compensation & Human Resources | Member | 2024 | 4 |
| Governance, Sustainability & Public Responsibility | Member | 2024 | 3 |
| Compensation & Human Resources | Chair | 2023 | 4 |
| Executive Committee | Member | 2023 | 0 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 123,333 | 175,000 | — | 298,333 |
| 2023 | 135,000 | 160,000 | — | 295,000 |
| Fee Schedule | 2024 | 2025 |
|---|---|---|
| Annual Cash Retainer | 115,000 | 115,000 |
| Chairman of the Board (additional) | 175,000 | 175,000 |
| Presiding Director (additional) | 30,000 | 35,000 |
| Audit Chair | 22,500 | 25,000 |
| Audit Member (additional) | 5,000 | 10,000 |
| Compensation Chair | 20,000 | 20,000 |
| Finance/Governance Chairs | 20,000 | 20,000 |
- Equity grant mechanics: Non‑employee directors receive tenure‑based restricted stock annually; $175,000 grant‑date fair value in May 2024 and planned ~$175,000 in May 2025; vests 100% at next annual meeting. Directors may elect to defer into RSUs. Darrow elected equity deferral in 2024 and 2023; also deferred cash fees via DCP in 2024 and 2023.
Performance Compensation
Directors’ equity is tenure‑based with no performance conditions; no options are granted to directors. Deferrals convert restricted stock awards to RSUs for settlement at director‑elected dates.
| Equity Element | Grant-Date Fair Value | Vesting | Deferral Elections |
|---|---|---|---|
| Annual Restricted Stock (2024) | 175,000 | 100% at next annual meeting | Darrow deferred 2024 award into RSUs |
| Annual Restricted Stock (2023) | 160,000 | 100% at next annual meeting | Darrow deferred 2023 award into RSUs |
| Director Deferred Compensation Plan (cash fees) | N/A | N/A | Darrow elected to defer 2024 and 2023 fees |
Other Directorships & Interlocks
- Public company boards (last five years): La‑Z‑Boy Incorporated Director (2003–2022) and Chairman (2011–2022).
- Non‑profit/industry roles: Business Leaders for Michigan (member and executive committee); ProMedica (Board Chairman); American Home Furnishings Alliance (former Chairman; Director Emeritus).
- Interlocks: Business Leaders for Michigan includes CMS CEO Garrick Rochow (board and executive committee), creating a shared external network; potential information-flow benefit with low conflict risk.
Expertise & Qualifications
- Senior leadership, finance/accounting, strategic planning/governance, customer experience, human resources/compensation; supply chain/lean experience. The CMS board skills matrix marks Darrow for executive leadership, finance, strategic planning/governance and lean/supply chain competencies.
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| March 4, 2025 | 39,697 | Includes shares with right to acquire within 60 days; no pledging disclosed; directors and officers collectively <0.5% of CMS shares |
| March 5, 2024 | 35,662 | No shares pledged; sole voting/investment power. |
| Unvested/Deferred Equity (12/31) | 2023 | 2024 |
|---|---|---|
| Unvested Restricted Stock (shares) | 0 (Darrow) | 0 (Darrow) |
| Outstanding RSUs (shares) | 24,228 | 21,527 |
- Director stock ownership guidelines: 5x annual cash retainer within five years; all directors comply or are expected to comply. CMS policy prohibits pledging, short sales, and hedging.
Governance Assessment
- Committee leadership transition: Darrow chaired the Compensation Committee in 2023 and remains a member in 2025; chair responsibilities shifted to Ronald Tanski, consistent with CMS’s five‑year chair rotation guideline and refresh focus.
- Attendance and engagement: Strong attendance (100% in 2023; >75% in 2024) and participation in director education; supports board effectiveness.
- Alignment and compensation: Director pay mix is balanced (cash + tenure‑based equity), with deferral elections indicating long‑term alignment; annual grant level increased from $160k (2023) to $175k (2024/2025), consistent with benchmarking. No meeting fees; committee chairs receive modest premia.
- Conflicts/related parties: No Darrow‑specific related‑party transactions disclosed; CMS pre‑approves any related‑party transactions via the Audit Committee, and prohibits pledging/hedging.
- Shareholder signals: CMS say‑on‑pay support remained high (95% in 2024 cycle), indicating investor confidence in compensation governance overseen by the Compensation Committee (which included Darrow).
RED FLAGS: None disclosed specific to Darrow (no pledging/hedging; no related‑party ties; strong attendance). Monitor shared external affiliations (e.g., Business Leaders for Michigan) for potential perceived interlocks, though current disclosures deem such relationships immaterial to independence.