Brandon Hofmeister
CMS ENERGYAbout Brandon Hofmeister
Senior Vice President, Sustainability & External Affairs at CMS Energy and Consumers Energy since July 2017; previously also Senior Vice President at NorthStar Clean Energy (Sept 2017–June 2024). Age 48 as of Feb 11, 2025 . Company performance context tied to his remit: 2024 adjusted EPS of $3.34 (above $3.29 target) with 22 consecutive years of meeting or exceeding adjusted EPS guidance; three-year TSR for the 2022 LTI cohort at 15% vs 13% peer median (52nd percentile); the company reports 5- and 10-year TSR at or above peer median for 14 straight years . He continues to oversee strategy, sustainability, and external affairs under the July 1, 2025 organizational structure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CMS Energy | Senior Vice President | 2017–Present | Senior leadership overseeing strategy, sustainability, and external affairs during period of triple-bottom-line focus and clean-energy transition . |
| Consumers Energy | Senior Vice President | 2017–Present | Same remit at utility subsidiary; period includes coal exit plan in 2025 and operational metrics embedded in incentive design . |
| NorthStar Clean Energy | Senior Vice President | 2017–2024 | Senior role at non-regulated affiliate; period tied to renewable platform development cited in investor materials . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Consumers Energy Foundation | President | 2025 | Quoted as president in 2025 Foundation announcements . |
Fixed Compensation
Multi-year disclosed compensation components (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $525,000 | $535,000 | $545,000 |
| Stock Awards (Grant-Date Fair Value) | $810,105 | $877,706 | $905,858 |
| Non-Equity Incentive (Annual Bonus Paid) | $491,400 | $438,165 | $471,152 |
| All Other Compensation | $114,174 | $143,337 | $139,267 |
| Total | $1,940,679 | $1,994,208 | $2,061,277 |
Additional cash/benefits detail (2024):
- Company contributions: DCCP $20,700; DC SERP $81,067; DSSP match $12,000; Life insurance $952; Executive physical $4,000 .
Performance Compensation
Annual Incentive (AIP) design and 2024 outcomes
- Structure: 70% Adjusted EPS, 30% “Annual Incentive Utility” (operational metrics across People, Planet, Prosperity) .
- Target bonus: 65% of base salary for Hofmeister .
| AIP Component | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Adjusted EPS | 70% | $3.29 | $3.34 | 136% component; 95% weighted contribution (136% x 70%) |
| Utility (composite) | 30% | Operational scorecard | Achieved 124% | 37% weighted contribution (124% x 30%) |
| Total AIP Payout | — | — | — | 133% of target |
Resulting 2024 AIP paid to Hofmeister: $471,152 .
Long-Term Incentive (LTI) design and grants
- Mix: 75% performance-based restricted stock (PRSUs) and 25% tenure-based RS; 3-year performance period and 3-year cliff vesting for tenure-based .
- PRSU metrics and curve: Relative TSR vs Performance Peer Group (30th percentile=50%, median=100%, 70th=150%, 90th=200%); Relative LTI EPS growth vs peer group; payout capped at 100% if absolute TSR or EPS growth is negative .
- 2024 grants to Hofmeister: PRSUs target 11,556 shares (threshold 5,778; max 23,112) with $688,374 FV; Tenure RS 3,852 shares with $217,484 FV; total $905,858 .
- Recent performance: 2022 cohort TSR outcome 105.3% (CMS TSR 15% vs peer median 13%); EPS-growth relative result pending as of March 21, 2025 determination window .
2024 vesting activity (supply considerations)
| Item | Hofmeister |
|---|---|
| Shares acquired on vesting in 2024 | 14,275 |
| Value realized on vesting | $826,617 |
Equity Ownership & Alignment
- Beneficial ownership (Mar 4, 2025): 71,932 CMS shares; includes 49,491 restricted shares held; no shares pledged; his son holds 1 share .
- Shares outstanding reference (for % ownership): 299,335,461 outstanding (Form 144/A) . Ownership ≈ 0.024% (71,932 / 299,335,461) .
- Stock ownership guidelines: 2x base salary for Hofmeister; all NEOs in compliance as of Dec 31, 2024 .
- Anti-pledging/hedging: Officers prohibited from pledging/hedging CMS securities .
- Options outstanding: None; no option grants since Aug 2003 .
Outstanding equity awards (key tranches as of Dec 31, 2024)
| Grant – Vest Dates | Type | Shares |
|---|---|---|
| 1/27/2022 – 1/29/2025 | Tenure RS | 3,165 |
| 1/27/2022 – 1/29/2025 | PRSU (TSR portion earned at 105.3% and subject to service vest) | 5,491 |
| 1/27/2022 – 3/21/2025 | PRSU (EPS portion, performance pending) | 10,430 |
| 1/26/2023 – 1/26/2026 | Tenure RS | 3,403 |
| 1/26/2023 – 1/26/2026 | PRSU (TSR) | 8,178 |
| 1/26/2023 – 3/26/2026 | PRSU (EPS) | 10,904 |
| 1/25/2024 – 1/25/2027 | Tenure RS | 3,852 |
| 1/25/2024 – 1/25/2027 | PRSU (TSR) | 8,949 |
| 1/25/2024 – 3/25/2027 | PRSU (EPS) | 11,932 |
Notes: PRSU counts reflect disclosure conventions (next-higher performance level for proxy reporting), and 2022 EPS tranche performance was determined after March 21, 2025; tenure awards vest on 3-year anniversaries; PRSUs vest after 3-year performance period and continued service .
Insider selling pressure and trading signals
- Form 144/A filed Aug 8, 2025: Proposed sale of 2,000 shares through Fidelity; shares to be sold derived from 76 shares vested 11/27/2024 and 1,924 shares vested 1/29/2025; reference outstanding shares 299,335,461; indicates modest post-vesting liquidity, not a large disposition relative to holdings .
- Policy backdrop: No hedging/pledging; executive ownership guidelines in effect .
Employment Terms
- No traditional employment agreement; governed by Officer Separation Agreement (OS) and Change-in-Control (CIC) Agreement; clawback policy compliant with SEC/NYSE .
- CIC: Double-trigger; equity vests pro-rata at target upon CIC and qualifying termination; “best net benefit” (no 280G gross-up) .
- Non-compete: Portion of CIC severance consideration covers non-compete (term not specified) .
Potential payouts (assuming event on Dec 31, 2024):
| Scenario | Components | Hofmeister ($) |
|---|---|---|
| Termination without Cause (OS Agreement) | 1.5x salary; pro-rata vesting; DC SERP vesting | 3,247,941 total |
| Change-in-Control + Qualifying Termination (CIC) | 2x salary; 2x target bonus; pro-rata bonus; medical; DC SERP (incl. % of salary/bonus); equity at target | 5,088,394 total |
| Disability | Pro-rata bonus; pro-rata vesting | 2,246,732 total |
| Death | Pro-rata bonus; full vesting at target | 3,265,922 total |
Key plan provisions:
- Equity vesting mechanics: tenure-based pro-rata on separation; PRSUs pro-rata at actual performance for OS; at target for CIC; death triggers full vesting at target .
- Clawback: Restatement-based recovery plus plan-based discretion for errors .
Compensation Structure Analysis
- Pay mix: Hofmeister’s 2024 total direct compensation was 69% variable/at-risk and 49% equity-based at target; aligns with emphasis on long-term equity and performance pay vs fixed salary .
- Metric rigor: AIP EPS target of $3.29 exceeded 2023 results; payout calibrated to 133% with EPS 136% and utility 124% outcomes; LTI uses relative TSR and relative LTI EPS with symmetrical curves and cap when absolute performance is negative .
- Governance: Independent consultant (Pay Governance), high Say-on-Pay support (~95% in 2024), no tax gross-ups, no options usage, and hedging/pledging prohibition .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Approximately 95% support in 2024; committee maintained performance-oriented design following investor engagement .
Performance & Track Record
- 2024 execution: Adjusted EPS $3.34 (above $3.29 target); AIP funded at 133% of target based on balanced financial and operational results .
- Multi-year: 2022 LTI cohort TSR payout at 105.3% (52nd percentile vs peers); company cites 14th year with 5- and 10-year TSR at or above peer median .
Investment Implications
- Incentive alignment: Hofmeister’s incentives are tightly linked to EPS growth and relative TSR, with majority of LTI in performance-based shares and explicit downside caps—supportive of shareholder alignment and earnings quality focus .
- Selling pressure risk: Disclosed 2025 Form 144/A for 2,000 shares appears modest relative to his 71,932-share beneficial ownership and recent vestings; combined with anti-hedging/pledging policy, near-term insider supply risk looks limited .
- Retention/mobility: OS/CIC packages for Hofmeister include 1.5x salary under OS and 2x salary plus 2x bonus under CIC with double-trigger and pro-rata equity—market-standard protections that mitigate retention risk amid organizational changes announced for July 2025 .
- ESG/execution: His remit spans sustainability and external affairs as CMS executes coal exit in 2025 and triple-bottom-line metrics embedded in AIP, signaling continued emphasis on regulatory/stakeholder execution alongside financial performance .