Myrna Soto
About Myrna M. Soto
Myrna M. Soto (age 56) has served as an independent director of CMS Energy/Consumers Energy since 2015; she is CEO of Apogee Executive Advisors and brings more than 30 years of technology, cybersecurity, technology risk, integrations, and enterprise risk management experience across financial services, hospitality, insurance/risk, gaming, and entertainment sectors . As of the May 2025 annual meeting, her Board tenure is 10 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Executive Advisors | Chief Executive Officer | 2021 – present | Boutique advisory focused on technology risk, cybersecurity, integrations, VC/PE investing, ERM |
| Forcepoint | Chief Strategy and Trust Officer | 2020 – 2021 | Security strategy and trust leadership |
| Digital Hands | Chief Operating Officer | 2019 – 2020 | Operations leadership at MSSP |
| ForgePoint Capital | Venture Advisor; Partner | Advisor 2019 – present; Partner 2018 – present | Cybersecurity-focused venture investing and portfolio support |
| Comcast Corporation | SVP & Global CISO; SVP & Chief Infrastructure & Information Security Officer (prior roles) | — (not disclosed) | Enterprise security leadership (prior to current roles) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Popular, Inc. | Director | 2018 – present | Public boards in last 5 years |
| TriNet Group, Inc. | Director | 2021 – present | Public boards in last 5 years |
| Spirit Airlines, Inc. | Director | 2016 – 2025 | Public boards in last 5 years |
Board Governance
- Independence: The Board has determined Soto is independent under NYSE and company standards; all Audit, Compensation, Finance, and Governance committees are 100% independent .
- Attendance/engagement: In 2024, the Board met 8 times; all directors attended >75% of Board and assigned committee meetings and attended the 2024 annual meeting; independent directors held 4 executive sessions .
- Board structure: Independent Chairman (John G. Russell); Presiding Director elected May 3, 2024 (Laura H. Wright), reinforcing independent oversight .
| Committee | Soto’s Role | 2024 Meetings | Oversight Scope |
|---|---|---|---|
| Audit Committee | Member | 7 | Financial reporting/internal controls, compliance, risk management incl. cybersecurity |
| Governance, Sustainability & Public Responsibility Committee | Chair | 3 | Board governance, director candidates/evaluations, stakeholder outreach, sustainability, political and charitable contributions |
| Executive Committee | Member | 0 | Acts between Board meetings as necessary |
Fixed Compensation (Director)
| Year | Annual Cash Retainer | Committee Chair/Member Fees Attributed to Soto | Total Cash | Source |
|---|---|---|---|---|
| 2024 | $115,000 | Governance Chair $20,000; Audit member $5,000 | $140,000 | |
| 2025 (schedule) | $115,000 | Governance Chair $20,000; Audit member $10,000 (increase) | — |
- 2024 Director compensation (Soto): Fees earned/paid in cash $140,000; stock awards $175,000; total $315,000 .
- She elected to defer 2024 cash fees under the Directors’ Deferred Compensation Plan (Fidelity-recordkept) .
Performance Compensation (Director)
| Item | Grant Value | Instrument | Vesting | Deferral Election | Notes |
|---|---|---|---|---|---|
| 2024 annual equity | $175,000 | Restricted stock (or RSUs if deferred) | 100% tenure-based; vests at next annual meeting date | Soto elected to defer 2024 equity (granted as RSUs) | Annual grant value unchanged for 2025 (approx. $175,000) |
- Director equity is tenure-based (no performance metrics); directors may defer to RSUs, aligning horizon with shareholders .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with CMS/Consumers | Notes |
|---|---|---|---|
| Popular, Inc.; TriNet Group, Inc.; Spirit Airlines, Inc. | Director | None disclosed | Board independence affirmed; related-party policies require Audit Committee pre-approval and no Soto-linked RPTs are disclosed |
No related-party transactions involving Soto are disclosed; identified relationships deemed immaterial to independence per Board determinations .
Expertise & Qualifications
- Cybersecurity and technology risk: Elected with explicit cybersecurity expertise; Board includes cyber oversight with management briefings at least twice annually, and cybersecurity risks flow through the Audit Committee where Soto serves .
- Governance leadership: Chairs the Governance, Sustainability & Public Responsibility Committee overseeing Board principles, evaluations, stakeholder outreach, sustainability, political contributions, and codes of conduct .
- Broad operating/industry breadth: 30+ years across IT/security in financial services, hospitality, insurance/risk, gaming, and entertainment; CEO of a tech-risk advisory firm; venture advisor/partner in cybersecurity investing .
Equity Ownership
| Holder | Beneficial Ownership (3/4/2025) | Unvested Director RSUs (12/31/2024) | Unvested Director Restricted Stock (12/31/2024) | Pledged/Hedged | Ownership Guideline |
|---|---|---|---|---|---|
| Myrna M. Soto | 35,159 shares | 20,568 | 0 | None pledged; hedging/pledging prohibited | Directors must hold CMS stock worth 5x annual cash retainer; all directors comply or are on track |
- Directors’ ownership policy enforces purchases using cash retainer if not in compliance and restricts sales until guidelines are met .
Governance Assessment
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Strengths
- Independent director with deep cybersecurity expertise and Audit Committee service, directly aligned with the Board’s cyber risk oversight framework .
- Governance Committee Chair role central to board effectiveness (principles, refreshment, evaluations, sustainability, political engagement), signaling strong governance influence .
- Strong engagement: Board met 8 times; all directors exceeded 75% attendance and attended the 2024 annual meeting; independent directors met in executive sessions 4 times .
- Pay alignment: Equity retainer ($175,000) exceeds cash retainer ($140,000) in 2024; deferrals elected for both equity and fees, aligning with long-term orientation .
- No related-party or pledging/hedging concerns disclosed; comprehensive RPT pre-approval policy overseen by Audit Committee .
-
Watch items
- Multiple outside public boards (Popular, TriNet; Spirit through 2025) but within the company guideline (≤4 other public boards) and Board concluded other commitments do not impair service, including Audit Committee capacity .
-
RED FLAGS
None disclosed: No attendance shortfalls, related-party transactions, hedging/pledging, or director code waivers; committees are fully independent; say‑on‑pay support for CMS in 2024 was ~95% (context for governance environment) .