Suzanne Shank
About Suzanne F. Shank
Suzanne F. Shank (age 63) is an independent director of CMS Energy and Consumers Energy, serving since 2019. She is President, CEO and Co‑Founder of Siebert Williams Shank & Co., LLC (since 1996), bringing 30+ years of financial services experience in strategy and in managing financial, operational and regulatory matters. Her board tenure is six years as of May 2025, and she is affirmed independent under NYSE standards and the company’s stricter Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siebert Williams Shank & Co., LLC | President, CEO & Co‑Founder | 1996–present | Led national growth strategy; oversight of financial, operational and regulatory matters |
| American Virtual Cloud Technologies, Inc. | Director | 2017–2021 | Board service; no specific committees disclosed in proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rocket Companies, Inc. | Director | 2020–present | Public company board member |
| White Mountains Insurance Group, Ltd. | Director | 2021–present | Public company board member |
| Detroit Regional Chamber | Chair | Not disclosed | Regional business leadership |
| Spelman College | Board of Trustees | Not disclosed | Trustee |
| Kresge Foundation | Board of Trustees Member | Not disclosed | Trustee |
| International Women’s Forum | Member | Not disclosed | Professional network |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee Chair; Executive Committee member .
- Independence: Determined independent under NYSE and company Independence Standards; all standing committees (other than Executive) are 100% independent .
- Attendance and engagement: In 2024 the Boards met eight times; all directors attended >75% of Board and assigned committee meetings and attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times for CMS and four times for Consumers in 2024 .
- Board leadership: Independent Chairman (John G. Russell); Presiding Director role held by Laura H. Wright since May 3, 2024 .
Fixed Compensation
| Component | 2024 Amount (USD) | 2025 Schedule (USD) | Notes |
|---|---|---|---|
| Annual Cash Retainer | $133,333 (fees earned) | $115,000 base retainer | Cash retainers are pro‑rated by months served |
| Committee Chair Fees | Included in fees | $20,000 Finance Chair | Shank is Finance Chair |
| Audit Committee Member Fee | Included in fees | $10,000 (was $5,000 in 2024) | Shank is Audit member |
| Presiding Director Fee | N/A | $35,000 (role held by Wright) | Not applicable to Shank |
| Meeting Fees | None disclosed | None disclosed | Company does not list per‑meeting fees for directors in proxy |
Performance Compensation
| Equity Grant Type | Grant Value | Vesting | Deferral Elections |
|---|---|---|---|
| Annual Restricted Stock (Directors) | $175,000 grant‑date fair value (May 2024) | 100% tenure‑based; vests at next annual meeting | Directors may defer equity to RSUs; Shank elected to defer 2024 equity grant |
| Equity Grant (May 2025 planned) | ~$175,000 target value | 100% tenure‑based; vests at next annual meeting | — |
CMS does not use performance metrics (e.g., EPS/TSR) for director equity grants; director awards are tenure‑based and not performance‑conditioned .
Other Directorships & Interlocks
| Company | Market | Role | Potential CMS Interlocks or Conflicts |
|---|---|---|---|
| Rocket Companies, Inc. | Public | Director | None disclosed in proxy; independence affirmed |
| White Mountains Insurance Group, Ltd. | Public | Director | None disclosed in proxy; independence affirmed |
| American Virtual Cloud Technologies, Inc. | Public (past) | Former Director | Past role; no interlocks disclosed |
- Service on outside boards is subject to limits (≤4 other public boards for non‑employee directors) and prior notice; all directors meet guidelines .
- Related party transactions must be pre‑approved by the Audit Committee and are evaluated against conflict criteria; no Shank‑specific related party transactions disclosed .
Expertise & Qualifications
- 30+ years in financial services with national growth strategy and oversight of financial, operational and regulatory matters .
- Skills matrix indicates board breadth across executive leadership, finance/accounting, strategic planning and risk oversight; the board committees (Audit, Finance, Governance) are fully independent and financially literate, supporting effective oversight .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 18,300 shares of CMS common stock | As of March 4, 2025 |
| Unvested restricted stock units outstanding | 13,941 RSUs | As of December 31, 2024 |
| Director ownership guideline | 5× annual cash retainer within five years | Directors comply or are expected to comply |
| Pledging/Hedging | Prohibited for directors; no shares pledged | |
| Deferred compensation elections | Elected to defer 2024 equity grant; elected to defer 2024 cash fees under DCP | Fidelity administers DCP; unsecured obligation of company |
Governance Assessment
- Board effectiveness: Shank chairs the Finance Committee, overseeing financing plans, capital structure/dividends, and significant capex approvals—key levers for utility valuation and risk management. She also serves on Audit and Executive Committees, enhancing cross‑functional oversight and continuity .
- Independence and alignment: Confirmed independent; all key committees fully independent; strong attendance; ownership guidelines at 5× cash retainer, and anti‑hedging/pledging policies support alignment with shareholders. Shank’s deferral of equity and fees suggests long‑term orientation .
- Compensation structure: Director pay is balanced between cash retainer and tenure‑based equity with modest committee premia; absence of performance‑conditioned director equity and lack of per‑meeting fees reduces risk of short‑termism or attendance gaming .
- Conflicts/related‑party: CMS maintains robust related‑party pre‑approval and independence screening. No Shank‑specific related‑party transactions disclosed. Given Shank’s leadership at a financial services firm, investors should monitor for any underwriting or advisory relationships with CMS/Consumers; the Audit Committee’s policies and independence determinations mitigate risk .
- Shareholder signals: Say‑on‑pay received ~95% support in 2024, indicating broad investor confidence in compensation oversight. Committee independence and recurring executive sessions further strengthen governance .
RED FLAGS: None disclosed specific to Shank. Ongoing monitoring warranted for potential perceived conflicts due to external financial services role if CMS engages her firm; current governance controls (Audit pre‑approval, independence standards) and lack of disclosed transactions reduce immediate concern .