Deborah Butler
CMS ENERGYAbout Deborah H. Butler
Deborah H. Butler, age 70, has served as an independent director of CMS Energy since 2015. She is the retired Executive Vice President of Planning and Chief Information Officer of Norfolk Southern Corporation (2007–2015) and brings deep operations, IT, safety, regulatory, and strategic planning experience; the Board cites her as one of the directors with cybersecurity subject‑matter expertise. She is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | Executive Vice President of Planning and Chief Information Officer | 2007–2015 | Operations, IT, safety, regulatory environment, strategic planning, information technology experience highlighted by CMS as core board qualifications |
| Norfolk Southern Corporation | Vice President, Customer Services | — | Prior role cited in CMS profile |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Patriot Rail Company LLC | Chairman | — | Listed as “Other Experience” in CMS profile (private) |
| Ports America | Independent Board Member | — | Listed as “Other Experience” in CMS profile (private) |
| Public company boards (last 5 years) | None | — | Explicitly disclosed as none |
Board Governance
- Independence: The Board determined Butler is independent; all members of Audit, Compensation, Finance, and Governance committees are independent.
- Board/committee attendance: The Board met 8 times in 2024; all directors attended >75% of Board and assigned committee meetings and attended the 2024 annual meeting.
- Board leadership: Independent Chairman (John G. Russell) with a separate Presiding Director (Laura H. Wright) structure; independent directors met in executive session four times in 2024.
- Cybersecurity oversight: Audit Committee oversees cyber risk; Butler was elected in part for cybersecurity expertise.
Committee assignments (2024):
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Member | 7 | Financial reporting, internal controls, auditor oversight, compliance, risk (including cybersecurity) |
| Governance, Sustainability and Public Responsibility Committee | Member | 3 | Governance principles, director nominations, board/committee evaluations, sustainability, political and charitable contributions oversight |
Fixed Compensation
| Year | Cash Retainer (Fees Earned) | Committee Fees Detail | Equity Retainer (Grant-Date Fair Value) | Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $120,000 | Comprised of $115,000 annual cash retainer plus $5,000 Audit member fee (2024 schedule) | $175,000 tenure‑based restricted stock (May 2024 award) | — | $295,000 |
Notes
- 2025 fee schedule: Audit Chair fee increases to $25,000; Audit member fee increases to $10,000; Presiding Director fee increases to $35,000; annual cash retainer remains $115,000.
- Directors may defer cash retainers under the Directors’ Deferred Compensation Plan (DCP); Butler elected to defer 2024 fees.
Performance Compensation
- Non‑employee director equity is tenure‑based (no performance metrics). In May 2024, directors received restricted stock with $175,000 grant‑date fair value, vesting 100% at the next annual meeting; if a director elects deferral, awards are granted as RSUs instead of restricted stock. Butler elected to defer her 2024 equity grant.
| Grant | Type | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|
| May 2024 | Tenure‑based restricted stock (or RSUs if deferred) | $175,000 | 100% at next annual meeting | Elected to defer to RSUs |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Patriot Rail Company LLC | Private | Chairman | No related‑party transactions disclosed involving Butler |
| Ports America | Private | Independent Board Member | No related‑party transactions disclosed involving Butler |
| Public company boards (last 5 years) | — | None | None disclosed |
Expertise & Qualifications
- Operations, leadership, customer service, sustainability/environment, safety, regulatory environment, strategic planning, information technology (from Norfolk Southern experience).
- Cybersecurity subject‑matter expertise cited by the Board in context of oversight.
Equity Ownership
| Metric | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 33,982 | March 4, 2025 | Includes shares she has the right to acquire within 60 days; no shares pledged as security |
| Unvested restricted stock outstanding | 0 | Dec 31, 2024 | None outstanding for Butler at year‑end 2024 |
| Restricted stock units outstanding | 32,216 | Dec 31, 2024 | RSUs outstanding as of year‑end 2024 |
| Director stock ownership guideline | 5x annual cash retainer | Policy | All directors comply or are on track within five years |
| Hedging/Pledging policy | Prohibited for directors and officers | Policy | No pledging/hedging allowed under company policy |
Governance Assessment
- Committee effectiveness and independence: Butler serves on the Audit and Governance committees, both 100% independent, supporting robust oversight of financial reporting, enterprise risk (including cybersecurity), governance, sustainability, and political activity.
- Independence and engagement: Confirmed independent; Board met 8x; all directors >75% attendance and attended the 2024 annual meeting; independent‑director executive sessions held 4x.
- Alignment and incentives: Director pay structure balances cash retainer and tenure‑based equity ($120,000 cash; $175,000 equity in 2024); Butler elected to defer both cash fees and equity into long‑term vehicles (DCP and RSUs), and she meets stock ownership expectations/policy framework, bolstering alignment.
- Conflicts/related parties: No related‑party transactions disclosed involving Butler; anti‑hedging/pledging policy in place; beneficial ownership small relative to total shares and not pledged.
- Broader governance signal: Say‑on‑pay support in 2024 was ~95%, indicating strong investor support for compensation governance (context for overall governance environment).
RED FLAGS: None disclosed specific to Butler (no related‑party transactions, no pledging/hedging, independence maintained, attendance thresholds met).