Tonya Berry
About Tonya Berry
Tonya L. Berry is Consumers Energy/CMS Energy’s executive vice president and chief operating officer effective July 1, 2025, after serving as senior vice president of Transformation and Engineering since February 4, 2022; she was 52 as of February 11, 2025, and holds a B.S. in Industrial Engineering (University of Michigan) and an MBA (Wayne State) . Her credentials center on Lean operations and large-scale transformation across electric and gas businesses, including leading the “CE Way” operational system; she previously led Gas Operations and Operations Performance at Consumers Energy and earlier held lean/industrial engineering roles at Chrysler LLC . Company performance metrics used in long‐term incentives during her tenure emphasize three‑year relative TSR and EPS growth; the most recent completed cycles (2011–2023 cohorts) vested at 71.1% for TSR (7% CMS TSR vs 12% median peers) and 180.4% for EPS growth (26% CMS EPS growth vs 13% peers), indicating mixed relative TSR but strong relative EPS execution on long-term goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CMS Energy/Consumers Energy | EVP & COO (Operations & Engineering) | 2025– | Oversees Electric Supply, Electric Distribution, and Natural Gas Delivery as part of new operating structure effective July 1, 2025 . |
| CMS Energy/Consumers Energy | SVP, Transformation & Engineering | 2022–2025 | Led electric/gas engineering, resource planning, project management, environmental services, and quality; enterprise transformation leadership . |
| Consumers Energy | VP, Gas Operations | 2020–2022 | Accountable for gas transmission, distribution, and system integrity . |
| Consumers Energy | VP, Operations Performance | 2018–2020 | Drove Lean deployment and operational performance across gas and electric . |
| Consumers Energy | Quality team; Leader, Lean Office (“CE Way”) | 2015–2017 | Implemented CE Way and Lean methodologies to enhance work management . |
| Energy Federation, Inc. | Manager, Strategic Initiatives | 2016–2017 (brief) | Strategy role prior to returning to Consumers Energy . |
| Chrysler LLC | Lean Operations & Industrial Engineering | Pre‑2015 | Industrial engineering and lean operations experience in automotive manufacturing . |
External Roles
- No public company directorships or external governance roles disclosed for Berry in the company’s filings reviewed .
Fixed Compensation
The 2024 Summary Compensation Table lists CEO/CFO and select SVPs as NEOs; Berry was not a named executive officer in 2024, so Berry‑specific base salary and cash pay were not disclosed in that proxy .
Performance Compensation
- Company design and results relevant to executive officers (framework governs NEOs; COO appointment references the executive compensation program).
| Incentive component | Metric/definition | Weighting | Target period | 2024 outcome/payout | Vesting/settlement terms |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Annual Incentive EPS and Annual Incentive Utility targets set by Compensation Committee | Not disclosed | FY2024 | NEOs earned 133% of target for 2024 AIP; paid March 2025 . | Cash; awarded/earned in year, payout following Committee approval . |
| Long‑Term Incentive (LTI) – performance‑based RS | Three‑year relative TSR vs Performance Peer Group | 50% | 3‑year cycle (e.g., 2024–2026 grants) | Latest completed cycle (2021–2023): CMS TSR 7% vs peer median 12% → vest at 71.1% of target . | 75% of annual LTI is performance‑based; cliff vests at 3 years; cap at target if 3‑yr absolute performance is not positive . |
| Long‑Term Incentive (LTI) – performance‑based RS | Three‑year relative LTI EPS growth vs Performance Peer Group | 50% | 3‑year cycle (e.g., 2024–2026 grants) | Latest completed cycle (2021–2023): CMS EPS growth 26% vs peer median 13% → vest at 180.4% of target . | Same as above . |
| Long‑Term Incentive (LTI) – tenure‑based RS | Time‑based restricted stock | 25% of LTI | 3‑year vest schedule | N/A (time‑based) | Vests 100% on 3rd anniversary of grant date . |
- Performance peer group for LTI: utilities in S&P 500 and S&P MidCap 400; list includes AEP, Duke, NextEra, Exelon, WEC, Xcel, etc. .
Equity Ownership & Alignment
- Beneficial ownership: The 2025 proxy’s beneficial ownership table covers directors and named executive officers; Berry was not listed, implying no Berry-specific share count was disclosed in that filing year .
- Stock ownership guidelines: Officers must own 1–6x base salary depending on position; performance RS and stock options are excluded; all NEOs were compliant as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits pledging, margin purchases, short sales, and derivatives/hedges by officers and directors .
- 2024 stock vesting context (NEOs): Significant RS vesting occurred in Jan and Mar 2024 based on TSR/EPS results; value realized (e.g., CEO $5.87M; CFO $2.85M) illustrates potential liquidity events at vesting; Berry’s specific vestings not disclosed .
- Related party: The company discloses that Berry’s sister, Angela Thompkins, is employed by the company in a non-executive role; compensation determined per standard practices with Audit Committee oversight for related-party policies .
Employment Terms
- Officer Separation Agreements (OS): Provide severance if terminated without Cause (Cause includes willful failure to perform, certain detrimental acts, specified felonies); payments are lump-sum and conditioned on release/confidentiality/non‑disparagement .
- Change‑in‑Control (CIC) Agreements: Double‑trigger required (CIC plus qualifying termination within two years); CIC includes certain mergers/dispositions, 25–30% ownership change, board composition shift, or liquidation .
- Good Reason: Material diminution in role/authority/compensation or relocation >35 miles, among other specified circumstances .
- Taxes: No excise tax gross‑ups; “best net benefit” cutback may apply .
- Equity vesting on separation: Under OS, time‑based RS vests pro‑rata; performance‑based RS vests pro‑rata at actual performance at end of period. Under CIC, double‑trigger; performance‑based RS vests pro‑rata at target .
- Berry‑specific contract terms or severance multiples were not disclosed; the proxy presents amounts only for named executive officers, not Berry .
Performance & Track Record
- Transformation leadership: Led enterprise Lean/CE Way adoption, operational performance, and engineering/transformation functions across gas and electric businesses .
- Expanded remit: Promoted to EVP & COO overseeing Electric Supply, Electric Distribution, and Natural Gas Delivery under a new operating model effective July 1, 2025 .
- Long‑term performance context: Recent 3‑year cycles show below‑median TSR but above‑median EPS growth vs utilities peers, shaping LTI payouts and signaling balanced focus on growth and returns .
Compensation Peer Group and Say‑on‑Pay
- LTI Performance Peer Group: S&P 500 and S&P MidCap 400 utility constituents; peer list enumerated in proxy .
- Say‑on‑Pay support: 2024 shareholder support for CMS executive compensation ~95% (CMS) and 100% (Consumers); 2025 proxy notes no program design changes in response .
| Entity | 2024 Say‑on‑Pay approval |
|---|---|
| CMS Energy | ~95% |
| Consumers Energy | ~100% |
Governance, Policies, and Perquisites
- Best practices: Majority of pay is variable; majority of variable pay is LTI; majority of LTI is performance‑based; LTI is equity‑settled; LTI capped at target if 3‑yr absolute performance is not positive; balanced metrics; double‑trigger CIC; hedging/pledging prohibited; limited perquisites (annual physical as principal perquisite) .
- Retirement: NEOs participate in DC SERP and deferred compensation programs; CEO only has a small legacy cash balance pension; Berry’s participation not disclosed .
Employment & Role Timeline (Reference)
- Named SVP Transformation & Engineering (Feb 4, 2022) .
- Appointed EVP & COO effective July 1, 2025 (announced May 15, 2025) .
- Executive officer listing in 2024 10‑K shows Berry as SVP as of Feb 11, 2025 .
Investment Implications
- Elevation to COO increases operational control over generation, electric distribution, and gas delivery, making her execution pivotal to reliability, capex deployment, and regulatory outcomes; the company’s LTI structure (50% TSR/50% EPS over 3 years) aligns her incentives tightly with sustained performance vs utility peers .
- Retention risk appears mitigated by multi‑year equity vesting (75% performance‑based, 25% time‑based) and companywide double‑trigger CIC protections; absence of pledging and hedging reduces misalignment risk .
- Compensation governance signals (95%+ say‑on‑pay, capped LTI when absolute TSR < 0, limited perqs) suggest shareholder‑friendly design; however, mixed TSR vs strong EPS outcomes in recent cycles indicate that relative market factors can depress TSR payouts even amid internal earnings progress—an important nuance for interpreting incentive realizations and potential insider selling around vest dates .
- Monitoring priorities for traders/PMs: post‑promotion Form 4 activity and upcoming vesting schedules for top officers; AIP calibration (EPS and utility metrics) vs guidance; and peer‑relative TSR/EPS trends that directly drive payout leverage and potential supply from equity settlement events .