Ronald Tanski
About Ronald J. Tanski
Ronald J. Tanski is an independent director of CMS Energy and Consumers Energy, age 72, serving since 2019, with more than 40 years in regulated and non‑regulated gas businesses and legal training from beginning his career as an attorney at National Fuel Gas Company . He retired as President and CEO of National Fuel Gas Company (2013–2019) and is recognized by the CMS Board for deep gas industry knowledge and legal expertise contributing to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Fuel Gas Company | President & CEO | 2013–2019 | Led a regulated and non‑regulated gas business; board notes legal knowledge and 40+ years sector experience supporting CMS oversight . |
| National Fuel Gas Company | Attorney (prior) | Not specified | Legal background cited by CMS Board as a skill contributing to governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Fuel Gas Company | Board Member | 2019–present | Public company directorship within last five years . |
| Buffalo Museum of Science | Board of Managers member | Prior | Non‑profit role (dates not specified) . |
Board Governance
- Committee assignments and leadership:
- Compensation & Human Resources Committee: Chair; met 4 times in 2024 at CMS and at Consumers .
- Finance Committee: Member; met 3 times in 2024 at CMS and at Consumers .
- Executive Committee: Member; met 0 times in 2024 .
- Independence: Board determined Tanski is “independent” under NYSE, SEC, and CMS’ more stringent standards; Audit and Compensation Committees are fully independent .
- Board activity and attendance: The CMS and Consumers Boards each met eight times in 2024; all directors attended more than 75% of Board and assigned committee meetings, and all attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 (CMS and Consumers); sessions presided by Chairman Russell .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 (Actual for Tanski) | 128,334 | 175,000 | — | 303,334 |
| Year | Annual Cash Retainer ($) | Chairman of Board ($) | Presiding Director ($) | Chair – Audit ($) | Other Members – Audit ($) | Chair – Compensation ($) | Chairs – Finance/Governance ($) |
|---|---|---|---|---|---|---|---|
| 2024 Schedule | 115,000 | 175,000 | 30,000 | 22,500 | 5,000 | 20,000 | 20,000 |
| 2025 Schedule | 115,000 | 175,000 | 35,000 | 25,000 | 10,000 | 20,000 | 20,000 |
Fees are paid based on months served in each capacity (proration may cause variance vs schedules) .
Performance Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Director Equity | Restricted stock award (tenure‑based), vests 100% at next annual meeting; standard grant fair value $175,000 (2024 actual; 2025 planned ~ $175,000) | $175,000 grant fair value each year (tenure‑based vesting) |
| Equity Deferral Election | Non‑employee directors may defer equity awards; deferred equity granted as RSUs; Tanski elected to defer 2024 equity grant | RSUs in lieu of restricted stock when deferral elected |
| Cash Fee Deferral (DCP) | Directors may irrevocably elect to defer cash retainers; Tanski elected to defer 2024 fees; amounts invested in mutual funds via independent recordkeeper; obligations remain unsecured | Deferral program via Fidelity Investments; lump sum or installments |
| Performance Metrics | Director equity is tenure‑based; no TSR/EBITDA or other performance metrics apply to director compensation | Not applicable |
| Clawback Policy (context) | Company maintains clawback for executive incentive compensation per SEC/NYSE rules; Compensation Committee oversees policy | Applies to certain executive officers; not cited as applying to director equity |
Other Directorships & Interlocks
- Current public board: National Fuel Gas Company (2019–present) .
- Independence assessment notes immaterial relationships (charitable affiliations; purchases/sales with entities affiliated with directors were significantly below 1% of counterparties’ consolidated gross revenues; utility service at regulated rates), and affirms independence of committee members .
Expertise & Qualifications
- CMS Board highlights Tanski’s more than 40 years in regulated and non‑regulated gas, with legal experience from his attorney background, contributing sector expertise and legal judgment to the Board .
- Board skills matrix reflects broad coverage of executive leadership and finance across directors; sustainability oversight is emphasized in CMS governance disclosures .
Equity Ownership
| Holder | Shares Beneficially Owned | Outstanding RSUs | Pledged Shares | Ownership vs Outstanding |
|---|---|---|---|---|
| Ronald J. Tanski | 15,621 (as of Mar 4, 2025) | 2,910 (as of Dec 31, 2024) | None; “no shares are pledged as security” noted in ownership footnote | Each director individually <0.5% of outstanding shares; directors and officers as a group <0.5% |
- Director stock ownership guideline: 5x annual cash retainer within five years of joining board; all directors comply or are expected to comply by deadline .
- Policy prohibits directors and officers from pledging or hedging CMS stock .
Governance Assessment
- Strengths: Independent director; Chair of Compensation & Human Resources overseeing CEO pay, succession, clawback policy and stock ownership guidelines—positive for oversight quality . Equity and fee deferrals indicate long‑term alignment; RSUs and stock retainer promote ownership; compliance with 5x retainer guideline further aligns interests . No pledging/hedging and independence affirmed reduce conflict risk .
- Activity & engagement: Boards met eight times; independent sessions four times; all directors attended >75% of meetings and the annual meeting—supports engagement .
- Potential watch items: Director equity is tenure‑based with no performance metrics—standard for directors, but offers limited pay‑for‑performance linkage compared to executives . External board at National Fuel Gas merits routine monitoring for any business dealings, though CMS independence review found only immaterial relationships and affirmed independence .
No specific red flags identified in the proxy regarding attendance shortfalls, related‑party transactions, pledging/hedging, or say‑on‑pay concerns for Tanski; continuing oversight from Compensation, Finance, and Executive Committees is a governance positive .