Ralph Izzo
About Ralph Izzo
Ralph Izzo (age 67) is an independent director of CMS Energy and Consumers Energy, serving since 2023; he retired from Public Service Enterprise Group (PSEG) where he was Chairman, President and CEO from 2007–2022 and Executive Chair in late 2022 . He holds B.S. and M.S. degrees in mechanical engineering and a Ph.D. in applied physics from Columbia University, and an MBA from Rutgers Business School . Izzo serves on the Audit and Finance Committees; as of May 2025 his Board tenure is 2 years . The Boards of CMS Energy and Consumers Energy are coordinated with identical members and committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group (PSEG) | Chairman, President & CEO | 2007–2022 | Led diversified energy holding company; prior PSE&G President/COO |
| Public Service Enterprise Group (PSEG) | Executive Chair | Sep 2022–Dec 2022 | Transitional oversight at PSEG |
| Public Service Electric & Gas (PSE&G) | President & COO (prior) | Pre-2007 (member of PSEG BoD 2006–2007) | Operational leadership of utility subsidiary |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ovintiv Inc. | Director (public company) | 2022–present | Energy industry perspective |
| The Bank of New York Mellon Corporation | Director (public company) | 2020–present | Financial services expertise |
| Argonne National Laboratory | Board Member | Not disclosed | Energy/science governance |
| TerraPower | Board Member | Not disclosed | Nuclear innovation oversight |
| U.S. DOE Fusion Energy Sciences Advisory Committee | Member | Not disclosed | Policy/advanced energy input |
| Liberty Science Center | Trustee | Not disclosed | STEM education governance |
| New Jersey Performing Arts Center | Board/Executive Committee | Not disclosed | Community engagement |
| Hackensack Meridian Health Network | Board Member | Not disclosed | Healthcare governance |
| Columbia University Engineering | Industry Advisory Board | Not disclosed | Academic advisory role |
| Princeton Andlinger Center (Energy & Environment) | Advisory Council | Not disclosed | Energy transition guidance |
Board Governance
- Independence and roles: Izzo is an independent director and sits on the Audit Committee and the Finance Committee; all members of these committees are independent .
- Committee assignments and meetings (2024): Audit (member; 7 meetings), Finance (member; 3 meetings). The Audit Committee section states all members are financially literate and designated “Audit Committee Financial Experts” as defined by the SEC .
- Attendance and engagement: The Boards met eight times in 2024; all directors attended more than 75% of Board and assigned Committee meetings and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 for CMS and four times for Consumers; the Chairman presided .
- Governance structure: Chairman of the Board is independent and separate from CEO; 100% independence on Audit, Compensation, Finance, and Governance Committees .
- Codes and ethics: A Directors’ Code is in place; no waivers or exceptions disclosed. Audit oversees compliance with Codes .
- Overboarding controls: Directors must notify before joining another public board; non-employee directors capped at four other public company boards; the Board determined current service does not impair committee effectiveness, including Audit .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 80,000 | 120,000 |
| Stock Awards (Grant Date Fair Value) | 160,000 | 175,000 |
| Other Compensation | — | — |
| Total | 240,000 | 295,000 |
Notes on structure and fee schedule:
- Annual cash retainer: $115,000 (2023–2025) .
- Audit Committee member fee: $5,000 (2023–2024) rising to $10,000 in 2025; Audit Chair fee: $20,000 (2023) to $22,500 (2024) to $25,000 (2025) .
- Chairs of Finance and Governance Committees: $15,000 (2023) to $20,000 (2024–2025) .
- 2024 cash total aligns with $115,000 base + $5,000 Audit member fee = $120,000 .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Equity Vehicle | Restricted stock; deferrable into RSUs | Restricted stock; deferrable into RSUs |
| Grant Value | $160,000 (May 2023) | ~$175,000 (May 2024) |
| Vesting | 100% tenure-based; vest at next annual meeting | 100% tenure-based; vest at next annual meeting |
| Deferral Election | Izzo elected to defer 2023 equity (granted as RSUs) | Not disclosed who deferred |
| Performance Metrics | None (no performance conditions on director equity) |
No stock options, performance share units, or performance-based metrics are used for non-employee director compensation; grants are purely tenure-based and vest at the next annual meeting .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Ovintiv Inc. | Director | No related-party transactions disclosed; Board independence assessment deems identified relationships immaterial (below 1% of counterparty revenues) . |
| Bank of New York Mellon | Director | No related-party transactions disclosed; Board independence assessment deems identified relationships immaterial; Audit Committee members’ service on other audit committees not deemed impairing . |
- Upon election (May 15, 2023), company disclosed no arrangements or understandings and no prior relationships with CMS or Consumers; standard indemnification agreements executed .
Expertise & Qualifications
- More than 30 years in electric and gas; senior leadership, regulatory/governmental affairs, risk management, IT/security, utility experience, finance and strategic planning; sustainability/environment and DE&I listed among core competencies .
- Education: B.S./M.S. Mechanical Engineering, Ph.D. Applied Physics (Columbia), MBA (Rutgers) .
- 2025 proxy emphasizes regulated utility, regulatory/government affairs, sustainability and climate expertise; he serves on boards/committees tied to energy and science (e.g., TerraPower, Argonne, DOE FESAC) .
Equity Ownership
| Ownership Detail | 2023 | 2024 |
|---|---|---|
| Beneficially Owned Shares (as of Mar 5, 2024) | — | 2,705 |
| RSUs Outstanding (as of Dec 31) | 2,681 | 5,678 |
| Unvested Restricted Stock Outstanding (as of Dec 31) | 0 | 0 |
| Pledged Shares | None; company states no shares are pledged; pledging/hedging prohibited by Codes | |
| Ownership Guideline | 5x annual cash retainer; must meet by end of 5th calendar year after joining Board (i.e., within five years of 2023 appointment) | |
| % of Shares Outstanding | Each individual director <0.5% (group <0.5%) |
Governance Assessment
- Board effectiveness and independence: Izzo strengthens financial oversight as an Audit and Finance Committee member; the committees are fully independent and designated with audit financial expertise; the Board maintains independent chair and robust evaluation practices (annual evaluations; third-party peer reviews) .
- Attendance and engagement: All directors exceeded 75% attendance and attended the 2024 annual meeting; independent directors met regularly in executive session, supporting independent oversight .
- Alignment and incentives: Director pay follows market benchmarks with a conservative cash retainer and time-based equity vesting at the next annual meeting; equity value increased from $160k to $175k YoY; Audit member fee increases in 2025 enhance compensation for committee workload without introducing performance-risky structures .
- Ownership alignment: RSUs outstanding increased as tenure accrues; ownership guidelines require 5x retainer within five years; no pledging/hedging permitted and no pledges reported, supporting alignment with shareholders .
- Conflicts and red flags: Company disclosed no arrangements or prior relationships upon his appointment; independence assessments identified only immaterial relationships; no related-party transactions or pledging noted. No governance red flags specific to Izzo surfaced in the latest proxy or 8-K .
Overall signal: Izzo brings deep regulated-utility and financial oversight expertise, active committee service, and clean independence profile; compensation and ownership structures reinforce alignment without aggressive risk-taking features .