Shaun Johnson
Executive Vice President of Business Transformation and Chief Legal and Administrative Officer at CONSUMERS ENERGY
Executive
About Shaun Johnson
Shaun M. Johnson is Executive Vice President of Business Transformation and Chief Legal and Administrative Officer (effective July 1, 2025), and currently Senior Vice President and General Counsel of CMS Energy and Consumers Energy; age 46, with tenure as GC since May 2019 and prior roles at NorthStar Clean Energy and EnerBank . CMS delivered 2024 Adjusted EPS of $3.34 vs a $3.29 target under its Annual Incentive Plan, with AIP payouts at 133% of target, and the 2022 LTI TSR portion paid at 105.3% of target; 5- and 10-year TSR has been at or above the peer median for 14 years, supporting pay-for-performance alignment . The LTI program uses relative TSR and relative EPS growth versus utilities in S&P 500 and S&P Midcap 400 (Performance Peer Group); TSR in Pay-Versus-Performance uses the S&P 400 Utilities Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CMS Energy | Senior Vice President and General Counsel | 5/2019–Present | Top legal executive for parent company |
| Consumers Energy | Senior Vice President and General Counsel | 5/2019–Present | Led utility legal function |
| NorthStar Clean Energy | Senior Vice President, General Counsel, and Director | 4/2019–6/2024 | Oversight of independent generation subsidiary governance |
| EnerBank | Senior Vice President and General Counsel | 8/2018–6/2020 | Legal leadership at former banking subsidiary |
| CMS Energy / Consumers Energy | Vice President and Deputy General Counsel | 4/2016–5/2019 | Deputy leadership of legal function |
External Roles
- No external public company board roles disclosed in the filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 540,000 | 565,000 | 620,000 |
| All Other Compensation ($) | 117,805 | 157,421 | 160,576 |
| Stock Ownership Guideline | 2x base salary | 2x base salary | 2x base salary |
| Compliance Status | In compliance | In compliance | In compliance |
2024 All Other Compensation breakdown: Savings Plan/DCCP $40,850 (includes $20,700 DCCP), DC SERP $98,143, DSSP $16,500, life insurance premium $1,083, executive physical $4,000 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (AIP) – Cash | Adjusted EPS + Utility/Operational metrics | Not disclosed | $465,000 target; Threshold and Max disclosed ($465,000 target) | Paid $618,450 (133% of target) | Cash paid Mar 2025; approved Jan 2025 |
| LTI – Performance RS (2021–2023 period) | Relative TSR vs peer | 50% of performance RS (equal to EPS portion) | Program target (shares) | TSR 7% vs peer median 12% → 71.1% vest (Jan 19, 2024) | Vested Jan 19, 2024 |
| LTI – Performance RS (2021–2023 period) | Relative EPS growth vs peer | 50% of performance RS | Program target (shares) | EPS growth 26% vs peer median 13% → 180.4% vest (Mar 22, 2024) | Vested Mar 22, 2024 |
2024 Grants of Plan-Based Awards (Equity and AIP):
| Grant Type | Grant Date | Target Shares/Amount | Max Shares/Amount | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Performance-based restricted stock (PSU) | 1/25/2024 | 15,940 | 31,880 | 949,522 |
| Tenure-based restricted stock (RSU) | 1/25/2024 | 5,314 | — | 300,028 |
| Annual Incentive (AIP) – Cash | 2024 | $465,000 target | $895,125 max | — |
Note: For 2024 equity awards, 75% are performance-based (relative TSR and relative EPS growth) vesting after 3 years (performance period 1/1/2024–12/31/2026); 25% are tenure-based RSUs vest on the 3-year anniversary of grant .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 4, 2025) | 94,174 shares (includes restricted stock) |
| Restricted stock held (included in above) | 62,339 shares |
| Ownership as % of outstanding | <0.5% (individual) |
| Shares pledged as collateral | None |
| Hedging/pledging policy | Hedging and pledging prohibited |
| 2024 Stock vested (shares; value realized) | 14,275; $826,617 |
| Target total direct compensation mix (2024) | Variable at-risk 73%; Fixed 27%; Cash-based 47%; Equity-based 53% |
Outstanding Equity Awards at FYE 2024 – Shaun M. Johnson:
| Grant Date – Vest Date | Type | Unvested/Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|---|
| 1/27/2022 – 1/29/2025 | RSU | 3,165 | 210,947 |
| 1/27/2022 – 1/29/2025 | RSU | 5,491 | 365,975 |
| 1/27/2022 – 3/21/2025 | PSU (performance) | 10,430 | 695,160 |
| 1/26/2023 – 1/26/2026 | RSU | 3,904 | 260,202 |
| 1/26/2023 – 1/26/2026 | PSU (performance) | 9,389 | 625,777 |
| 1/26/2023 – 3/26/2026 | PSU (performance) | 12,518 | 834,325 |
| 1/25/2024 – 1/25/2027 | RSU | 5,314 | 354,178 |
| 1/25/2024 – 1/25/2027 | PSU (performance) | 12,344 | 822,728 |
| 1/25/2024 – 3/25/2027 | PSU (performance) | 16,458 | 1,096,926 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreements | None; executives covered by Officer Separation Agreements (OS) and Change-in-Control (CIC) Agreements |
| OS Agreement – severance | Lump sum; for Johnson: 1.5x 2024 base salary ($930,000), plus pro-rata vesting of tenure RSUs and pro-rata performance-based RSUs based on service and actual performance; DC SERP vesting; totals shown below |
| CIC Agreement – double trigger | Benefits only if termination within 2 years following a change-in-control; includes non-compete consideration; definitions of Good Reason/Cause as specified |
| CIC cash multiples | 2x 2024 base salary ($1,240,000) and 2x incentive at 100% target ($930,000), plus pro-rata incentive, DC SERP benefit, medical coverage payment |
| Equity vesting on CIC | Performance RS vest pro-rata based on service; performance restrictions vest at target; tenure RSU vest provisions per agreement |
| Tax gross-ups | None; “best net benefit” cutback provision for 280G/4999 excise taxes |
| Clawback | Dodd-Frank compliant clawback; additional plan-level clawbacks for restatements or errors |
Potential Payments (as of 12/31/2024):
| Scenario | Total for Johnson ($) |
|---|---|
| Termination without Cause (OS) | 3,621,972 (includes 1.5x base salary $930,000, unvested restricted stock $2,119,492, DC SERP $572,480) |
| Change-in-Control (double trigger) | 5,956,492 (includes 2x base salary $1,240,000, 2x incentive @ 100% target $930,000, pro-rata incentive $465,000, DC SERP $835,980, medical coverage $43,167, unvested restricted stock $2,442,345) |
| Disability | 2,584,492 (pro-rata incentive $465,000; unvested restricted stock $2,119,492) |
| Death | 3,916,737 (pro-rata incentive $465,000; unvested restricted stock $3,451,737) |
Performance & Track Record
- CMS has met or exceeded adjusted EPS guidance for 22 years; 2024 Adjusted EPS was $3.34 vs $3.29 target, supporting AIP payout at 133% of target .
- LTI TSR portion for the 2022 grants paid 105.3% of target; 5- and 10-year CMS TSR at or above median peer performance for 14 years, indicating consistent shareholder alignment .
- 2024 operational achievements include reliability improvements and economic development growth; these factors feed operational metrics in AIP design alongside financial metrics .
Governance and Committee Oversight
- Compensation and Human Resources Committee members: Ronald J. Tanski (Chair), Kurt L. Darrow, Laura H. Wright; independent consultant supports market and design review; risk and peer group reviews conducted annually .
Role Evolution
- On May 15, 2025, CMS announced Johnson’s promotion to EVP Business Transformation and Chief Legal and Administrative Officer effective July 1, 2025, overseeing Legal, Compliance, Rates, Regulatory, Lean, IT, Applications and Analytics, indicating expanded scope and influence .
Investment Implications
- Pay-for-performance alignment is strong: high variable, equity-based mix (73% variable; 53% equity for 2024) with LTI tied to relative TSR and EPS growth, and AIP tied to EPS and operational targets; clawbacks and no tax gross-ups reduce governance risk .
- Retention risk is mitigated by double-trigger CIC terms and meaningful unvested equity across 2022–2024 grants; upcoming vesting dates (2025–2027) could create episodic selling pressure as awards vest, though hedging/pledging are prohibited and stock ownership guidelines constrain sales below compliance thresholds .
- Separation economics for Johnson are moderate relative to utility peers (OS 1.5x salary; CIC 2x salary and 2x incentive target), with “best net benefit” cutback features; no employment agreement reduces fixed obligations, while expanded remit in 2025 suggests enhanced strategic importance and value creation potential within operational transformation initiatives .