Laura Wright

About Laura H. Wright

Laura H. Wright (age 65) is an independent director of CMS Energy, serving since 2013 and elected Presiding Director in May 2024. She is an active CPA in Texas and former Senior Vice President of Finance and CFO at Southwest Airlines (2004–2012), with extensive expertise in financial accounting/reporting, corporate finance, risk management, and consumer-oriented operations . She is designated independent under NYSE standards and CMS’s stricter Independence Standards; Audit and Compensation committees are composed entirely of independent directors .

Past Roles

External Roles

Board Governance

• Presiding Director responsibilities include convening and chairing independent director executive sessions, presiding when the Chairman is absent, soliciting independent director input on agendas, and liaison duties; Wright was elected Presiding Director on May 3, 2024 .
• Independence: Wright is independent; Audit and Compensation committees are fully independent. Identified relationships (charitable affiliations; ordinary-course transactions below 1% of counterparty revenues; retail electric/gas purchases) deemed immaterial to independence .
• Board refreshment: Term limits for directors first elected after Jan 2017 (max 15 years) and committee chairs (max 5 years) support turnover; since 2019, four new directors added .
• Attendance and engagement: In 2024, CMS and Consumers Boards each met 8 times; all directors attended >75% of Board and assigned committee meetings and the 2024 annual meeting. In 2023, attendance was 100% for Board and assigned committees; annual meeting attendance was 100% .
• Executive sessions: Independent directors met in executive session 4 times at CMS and 4 times at Consumers in both 2023 and 2024 .

Committee assignments and meeting cadence:

Fixed Compensation

• Structure: Annual cash retainer; additional fees for roles; annual restricted stock grant (tenure-based). Directors may be reimbursed for travel/meeting expenses .

• Fee schedule (context for cash components): | Year | Annual Cash Retainer | Chairman | Presiding Director | Chair – Audit | Other Members – Audit | Chair – Compensation | Chairs – Finance/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 |

• Actual director compensation paid: | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($, grant-date fair value) | Other Compensation ($) | Total ($) | |---|---|---|---|---| | 2024 | 144,375 | 175,000 | — | 319,375 | | 2023 | 135,000 | 160,000 | — | 295,000 |

Performance Compensation

• Annual director equity grants are 100% tenure-based restricted stock vesting at the next annual meeting; directors can elect deferral to RSUs under the Performance Incentive Stock Plan. No performance metrics apply to director compensation . In May 2024, non-employee directors received restricted stock valued at $175,000 (tenure-based) .
• Vesting/hold: Tenure-based grants vest at next annual meeting date; deferrals convert awards to RSUs until selected deferral date .

Director equity grant detail:

Other Directorships & Interlocks

CMS limits non-employee directors to no more than four other public company boards; all directors meet these guidelines, and audit committee members’ service on other audit committees is not deemed impairing .

Expertise & Qualifications

• Active CPA; designated “financially literate” and “Audit Committee Financial Expert” when serving on audit committee .
• Core competencies: Senior leadership; finance/accounting/financial reporting; risk management; IT/safety/security; governance/strategy; sustainability/environment; customer experience; HR/exec compensation .
• Presiding Director responsibilities and election indicate high engagement and leadership among independent directors .

Equity Ownership

Unvested and RSU status as of year-end:

Stock ownership guidelines:

• Directors must hold CMS stock equal to 5× annual cash retainer by end of their fifth calendar year on the Board; if not met, cash retainer is used to purchase CMS shares until compliant. All directors comply or are expected to comply within five years .
• Policy prohibits pledging, short sales, hedging or derivatives on CMS stock by directors and officers .

Governance Assessment

• Board effectiveness: Wright’s progression from Audit Committee Chair (2023) to Presiding Director (2024) reflects strong governance leadership and peer confidence in her oversight capabilities .
• Independence and conflicts: CMS explicitly reviewed relationships and deemed them immaterial; committees are fully independent; no pledging/hedging permitted. Her external board roles remain within CMS’s multi-board limits, reducing overboarding risk .
• Attendance and engagement: 2023 perfect attendance; 2024 ≥75% threshold plus full annual meeting participation; frequent executive sessions indicate active independent oversight .
• Compensation alignment: Director pay mixes cash retainers with annual tenure-based equity, promoting ownership without short-term performance gaming; Wright’s beneficial ownership and unvested RS reflect skin-in-the-game. No meeting fees, modest role-based stipends (e.g., Presiding Director) maintain balance .
• RED FLAGS: None material disclosed. Potential watchpoints include time commitment across three current public boards, though CMS’s policy addresses overboarding and independence is affirmed; no related-party transactions or pledging/hedging issues are disclosed .

Note on insider trading records: Attempted retrieval of Form 4 transactions for “Laura Wright” at CMS via the insider-trades skill returned an authorization error (401). Beneficial ownership and award data above come from CMS’s DEF 14A proxy. We can re-run Form 4 analysis once access is restored.