John Russell
CMS ENERGYAbout John G. Russell
John G. Russell, age 67, is the independent Chairman of CMS Energy and Consumers Energy. He has served as a director since 2010 and Chairman since 2016; he previously served as President and CEO of CMS and Consumers from 2010 to July 2016 and qualified as independent under NYSE standards as of July 2019 . The Board’s skills matrix highlights Russell’s experience in executive leadership, finance/accounting, strategic planning/governance, sustainability/environment/climate, regulated utilities, regulatory/governmental affairs, and human resources .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMS Energy / Consumers Energy | President & CEO | 2010–2016 | Led the corporation and principal subsidiary; deep regulated utility experience |
| Consumers Energy | President & Chief Operating Officer | Not disclosed | Senior operating leadership (prior role) |
| Consumers Energy | EVP & Chief Executive Officer – Electric | Not disclosed | Oversaw electric business (prior role) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hubbell Incorporated | Board Member | 2011–2024 | Public company directorship (ended 2024) |
| Grand Valley University Foundation | Director | Not disclosed | Non-profit role |
| The Russell Family Foundation | Chairman | Not disclosed | Non-profit role |
| Grand Valley State University | Director (prior) | Not disclosed | Prior non-profit role |
Board Governance
- Independence: Independent director; qualified as independent under NYSE standards since July 2019; Board reaffirms independence for committee service .
- Leadership: Chairman of the Board since 2016; not a member of management .
- Committee roles: Chairs the Executive Committee; not listed as a member of Audit, Compensation, Finance, or Governance committees .
- Executive sessions: In 2024, independent directors met four times; Chairman Russell presided over these sessions .
- Presiding Director framework: Laura H. Wright elected Presiding Director on May 3, 2024 to further promote independent oversight even though the Chairman is independent .
- Evaluations and engagement: Annual Board and committee evaluations; peer evaluations by a third party with the latest cycle beginning in 2024; all directors attended more than 75% of Board and committee meetings and attended the 2024 annual meeting .
- Education: Two internal education programs in 2024 (Digital/AI; Changing Policy Landscape of Electric Supply); both attended by all directors .
| Committee | Role | 2024 Meetings (CMS/Consumers) |
|---|---|---|
| Executive Committee | Chair | 0 / 0 |
| Independent Directors – Executive Sessions | Presiding (by Chairman) | 4 / 4 |
| Board | Director/Chairman | Board met 8 times (each board) |
Fixed Compensation
| Component | 2022 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 290,000 | 290,000 |
| Stock Awards ($) | 160,000 | 175,000 |
| Other Compensation ($) | 1,000 | 1,000 (matching gifts) |
| Total ($) | 451,000 | 466,000 |
Director fee structure:
- Annual cash retainer: $115,000 (2024 and 2025) .
- Chairman retainer: $175,000 (2024 and 2025) .
- Committee chair/member fees: Audit Chair $22,500 in 2024 ($25,000 in 2025), Audit members $5,000 in 2024 ($10,000 in 2025); Compensation Chair $20,000; Finance/Governance Chairs $20,000 .
- Russell’s cash total reflects $115,000 annual retainer plus $175,000 Chairman retainer = $290,000 .
Performance Compensation
| Term | 2024 | 2025 Guidance |
|---|---|---|
| Annual restricted stock award grant value ($) | 175,000 | ~175,000 |
| Vesting | 100% tenure-based; vests at next annual meeting | 100% tenure-based; vests at next annual meeting |
| Deferral election | Russell deferred 2024 equity grant (granted as RSUs) | Not disclosed |
Non-employee director equity is tenure-based and not tied to performance metrics; directors may elect to defer equity into RSUs; Russell elected deferral for 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles at Other Company | Potential Interlock/Conflict |
|---|---|---|---|
| Hubbell Incorporated | Board Member | Not disclosed | None disclosed; no related-party transactions reported involving Russell |
CMS/Consumers related-party policy requires Audit Committee pre-approval and notes immaterial relationships such as charitable affiliations and ordinary course transactions well below 1% of counterparties’ revenues; retail utility service at regulated rates is also deemed immaterial .
Expertise & Qualifications
- Executive leadership; finance and accounting; strategic planning and governance; sustainability/environment/climate; regulated public utility; regulatory/governmental affairs; human resources (as marked in the Board’s skills matrix) .
Equity Ownership
| Metric | As of Date | Value |
|---|---|---|
| Beneficially owned CMS shares | March 4, 2025 | 144,081 |
| Restricted stock units outstanding | December 31, 2024 | 2,910 |
| Unvested restricted stock (shares) | December 31, 2024 | 0 |
| Shares pledged as collateral | March 4, 2025 | None; “no shares are pledged” in directors’ table footnote |
| Director stock ownership guideline | Policy | 5x annual cash retainer required within 5 years |
| Guideline compliance status | Policy disclosure | All directors comply or are expected to comply within timeframe |
Governance Assessment
- Board effectiveness: Independent Chairman separate from CEO; strong governance practices including majority voting, proxy access, annual evaluations, and regular executive sessions; independent committees are 100% independent .
- Independence and potential conflicts: Russell is a former CEO but qualified as independent since July 2019; Board affirmatively determined independence for committee service; related-party policy in place; no Russell-specific related-party transactions disclosed .
- Attendance and engagement: Board met eight times in 2024; all directors attended >75% of assigned meetings and the 2024 annual meeting; all directors attended two internal education programs (Digital/AI; Electric supply policy) .
- Director compensation and alignment: Cash fees include a $175,000 Chairman retainer; equity retainer of $175,000 is tenure-based and vests at the next annual meeting (not performance-linked); Russell deferred his 2024 equity into RSUs; directors must meet 5x cash retainer stock ownership guideline and are in compliance .
- Risk indicators: Policy prohibits pledging/hedging; no waivers or exceptions disclosed; independent compensation consultant conducted risk review with no high-risk findings; say-on-pay support was strong (~95% CMS; 100% Consumers) .
Red Flags to monitor
- Tenure-based director equity with no performance conditions may dilute pay-for-performance alignment (structural feature, not a breach) .
- Executive Committee had zero meetings in 2024; while common, it reduces visibility into use of that committee; oversight primarily occurs in other standing committees .
- Former CEO serving as Chairman requires continued vigilance; independence affirmed and a Presiding Director is appointed to bolster independent oversight .