John Sznewajs
CMS ENERGYAbout John G. Sznewajs
John G. Sznewajs, 57, is an independent director of CMS Energy since 2015. He serves as Chair of the Audit Committee and is a member of the Finance Committee and Executive Committee; he brings more than 25 years of finance and corporate development experience, including Vice President and CFO of Masco Corporation (2007–2023) and current Partner at Shore Capital’s Industrial Platform (2023–present). His board tenure is 9 years as of May 2025, with skills spanning finance, strategy, and prior oversight of information technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shore Capital – Industrial Platform | Partner | 2023–present | Financial and strategic oversight experience leveraged for board service |
| Masco Corporation | Vice President & CFO | 2007–2023 | Extensive financial leadership; enterprise-wide strategy; prior oversight of IT |
| Masco Corporation | Treasurer | Prior (dates not disclosed) | Corporate finance experience supporting “Audit Committee Financial Expert” designation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Detroit Zoological Society | Director and Treasurer | Dates not disclosed | Charitable affiliation; board independence review deems such contributions immaterial to independence |
| Teach for America – Detroit | Board Member | Dates not disclosed | Community engagement; independence maintained under CMS standards |
| Public company boards (last 5 years) | None | — | No public-company interlocks disclosed |
Board Governance
- Committee assignments: Audit (Chair), Finance (Member), Executive (Member) .
- Independence: Board determined Sznewajs is independent under NYSE and CMS’s more stringent Independence Standards; Audit and Compensation Committees are entirely independent .
- Attendance and engagement: CMS and Consumers Boards each met 8 times in 2024; all directors attended >75% of Board and assigned committee meetings and the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024; Chairman Russell presided .
- Audit Committee expertise and scope: All members are financially literate and designated “Audit Committee Financial Experts” per SEC; oversight includes financial reporting integrity, internal controls, auditor independence, and cyber risk .
- Board leadership: Chairman independent and separate from CEO; Presiding Director role in place (Laura H. Wright elected May 3, 2024) .
| Committee | Role | 2024 Meetings (CMS) | 2024 Meetings (Consumers) |
|---|---|---|---|
| Audit | Chair | 7 | 7 |
| Finance | Member | 3 | 3 |
| Executive | Member | 0 | 0 |
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 140,417 |
| Stock Awards (Grant-date Fair Value) | 175,000 |
| Other Compensation | — |
| Total | 315,417 |
| Year | Annual Cash Retainer ($) | Chairman of the Board ($) | Presiding Director ($) | Chair of the Audit Committee ($) | Other Audit Committee Members ($) | Chair of Compensation ($) | Chairs of Finance and Governance ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 115,000 | 175,000 | 30,000 | 22,500 | 5,000 | 20,000 | 20,000 |
| 2025 | 115,000 | 175,000 | 35,000 | 25,000 | 10,000 | 20,000 | 20,000 |
Performance Compensation
- Director equity retainer is tenure-based and not tied to performance metrics (no options); all non‑employee directors received a $175,000 restricted stock award in May 2024, vesting 100% at the next annual meeting .
- Sznewajs elected to defer his 2024 equity grant (issued as RSUs) and deferred 2024 cash fees under the Directors’ Deferred Compensation Plan (DCP) .
| Equity Grant | Grant Timing | Grant Value ($) | Instrument | Vesting | Deferral Election | RSUs Outstanding (12/31/2024) |
|---|---|---|---|---|---|---|
| Annual Director Equity | May 2024 | 175,000 | Restricted Stock; RSUs if deferred | 100% at next annual meeting | Elected to defer 2024 equity and fees | 27,926 |
Other Directorships & Interlocks
| Type | Company | Role | Tenure |
|---|---|---|---|
| Public company boards (last 5 years) | None | — | — |
Expertise & Qualifications
- Financial leadership, enterprise strategy, and prior oversight of information technology; more than 25 years in business and corporate development .
- Board skills matrix highlights strong coverage in executive leadership and finance; board maintains 100% independence on key committees .
Equity Ownership
| Metric | Amount | As of | Notes |
|---|---|---|---|
| CMS Shares Beneficially Owned | 31,748 | March 4, 2025 | Includes shares acquirable within 60 days; no shares pledged |
| Unvested Restricted Stock | 0 | Dec 31, 2024 | — |
| Restricted Stock Units Outstanding | 27,926 | Dec 31, 2024 | Deferral election converts annual grant to RSUs |
| Director Ownership Guideline | 5× annual cash retainer | — | All directors comply or are expected to comply within 5 years |
| Hedging/Pledging Policy | Prohibited | — | Applies to directors and officers |
Governance Assessment
- Audit Committee leadership: As Chair, Sznewajs oversees auditor independence, internal controls, and compliance, and led the committee’s recommendation to include audited financials in the 2024 Form 10-K; PwC independence affirmed .
- Independence and attendance: Board has majority independent directors (90%) with 100% independence on Audit, Compensation, Finance, and Governance Committees; all directors attended >75% of meetings and the annual meeting in 2024 .
- Executive sessions and oversight: Independent directors met four times; board leadership structure separates Chair and CEO, with a Presiding Director elected in 2024 to enhance independent oversight .
- Ownership alignment and pay design: Director stock ownership guideline (5× cash retainer) with compliance enforcement; director equity is tenure‑based, discouraging short‑termism; hedging/pledging prohibited .
- Conflicts and related parties: No related‑party transactions involving Sznewajs disclosed; CMS’s policy requires Audit Committee pre‑approval and addresses materiality and conflict risks .
- Shareholder signals: Strong say‑on‑pay support in 2024 (~95%), reinforcing investor confidence in compensation governance overseen by independent committees .
RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related‑party transactions, or option repricings; committee independence and policies mitigate governance risk .