Myrna Soto
CMS ENERGYAbout Myrna M. Soto
Independent director at CMS Energy since 2015; age 56 as of the 2025 annual meeting. CEO of Apogee Executive Advisors with more than 30 years of information technology and cybersecurity experience spanning financial services, hospitality, insurance, gaming, and entertainment. Recognized by CMS for deep cybersecurity expertise; elected in 2015 alongside another cyber expert to strengthen board oversight of cyber risk. The board deems her independent under NYSE standards and CMS’ stricter Independence Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Executive Advisors | Chief Executive Officer | 2021–present | Boutique advisory focused on Technology Risk, Cybersecurity, Tech Integrations, VC/PE, ERM |
| Forcepoint | Chief Strategy and Trust Officer | 2020–2021 | Strategy and trust leadership in cybersecurity |
| Digital Hands | Chief Operating Officer | 2019–2020 | Operations leadership in managed security services |
| ForgePoint Capital | Venture Advisor | 2019–present | Cybersecurity-focused venture advisory |
| ForgePoint | Partner | 2018–present | Cybersecurity venture investing |
| Comcast Corporation | SVP & Global Chief Information Security Officer; SVP & Chief Infrastructure & Information Security Officer | Prior to 2019 (years not specified) | Enterprise cybersecurity leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Popular, Inc. | Director | 2018–present | Public company directorship |
| TriNet Group, Inc. | Director | 2021–present | Public company directorship |
| Spirit Airlines, Inc. | Director | 2016–2025 | Public company directorship; tenure ended 2025 |
Board Governance
- Committee assignments: Chair, Governance, Sustainability & Public Responsibility Committee; Member, Audit Committee; Member, Executive Committee. Audit Committee chaired by John G. Sznewajs; Governance Committee chaired by Soto; Executive Committee chaired by John G. Russell.
- Independence: Board reports 90% independent; 100% independence on Audit, Compensation, Finance, and Governance committees; Soto is independent under NYSE and CMS standards.
- Attendance and engagement: Board met 8 times in 2024; Audit (7), Compensation (4), Finance (3), Governance (3), Executive (0). All directors attended >75% of Board and assigned committee meetings and attended the 2024 annual meeting; independent directors met in executive session 4 times.
- Cyber oversight: Board receives semi-annual cyber updates; Audit Committee oversees cyber risk; CMS cites election of Soto in 2015 for cyber expertise.
- Board education: All directors attended internal programs in 2024 (Digital/AI; Changing Policy Landscape of Electric Supply).
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 115,000 | Base cash retainer for non-employee directors |
| Audit Committee member fee | 5,000 | 2024 member fee; increases to $10,000 in 2025 |
| Governance Committee chair fee | 20,000 | Chair fee (Finance/Governance chairs) |
| Total cash fees (Soto) | 140,000 | 115,000 + 5,000 + 20,000 |
| Equity retainer (restricted stock/RSUs) | 175,000 | Fair value; tenure-based; vests at next annual meeting; May 2024 grant |
| Total 2024 director comp (Soto) | 315,000 | Cash + equity |
| Deferred compensation elections | — | Soto elected to defer 2024 equity grant (as RSUs) and deferred 2024 cash fees under the DCP |
Performance Compensation
- Director equity is tenure-based and not conditioned on performance metrics; shares vest 100% at the next annual meeting date. Non-employee directors may elect deferral, in which case awards are granted as RSUs.
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict Consideration |
|---|---|
| Popular, Inc.; TriNet Group, Inc.; Spirit Airlines, Inc. (through 2025) | CMS discloses immaterial relationships used to assess independence; related-party transactions must be pre-approved by Audit Committee; no related-party transactions disclosed involving Soto. |
Expertise & Qualifications
- Core strengths: Cybersecurity (both cyber and physical security), technology risk, enterprise risk management, and strategic planning; elected in 2015 for subject matter expertise to bolster cyber oversight.
- Audit competence: Audit Committee states all members are financially literate and designated “Audit Committee Financial Expert” under SEC rules.
- Board skills matrix: Security – Cyber and Physical marked for Soto; broader executive leadership and governance experience highlighted across the board.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (CMS common) | 35,159 shares | As of March 4, 2025; none pledged; each director individually owns <0.5% of outstanding shares |
| Unvested restricted stock outstanding | 0 shares | As of Dec 31, 2024 |
| Restricted stock units outstanding | 20,568 units | As of Dec 31, 2024 (due to deferral elections) |
| Ownership guidelines | 5× annual cash retainer | All directors comply or are expected to comply within five years |
| Hedging/pledging policy | Prohibited | Applies to directors and officers |
Governance Assessment
- Strengths: Independent director with deep cybersecurity acumen; chairs the Governance Committee; sits on the Audit Committee with “Financial Expert” designation; strong attendance and engagement; equity and cash compensation aligned with peer norms; director stock ownership guidelines enforced.
- Compensation alignment: Director pay is balanced (cash + tenure-based equity); transparent fee schedule and modest committee premiums; deferral options strengthen long-term alignment via RSUs.
- Independence and conflict controls: Robust related-party pre-approval by Audit Committee; no pledging/hedging; no related-party transactions disclosed for Soto; say-on-pay support remained strong at ~95% in 2024, indicating investor confidence in compensation governance.
- Executive session/oversight: Independent directors met four times; board maintains separate Chair and CEO roles and has a Presiding Director to enhance independent oversight.
- RED FLAGS: None disclosed specific to Soto (no low attendance, related-party transactions, hedging/pledging, or compensation anomalies identified in filings). Continue monitoring for any business dealings between CMS and entities affiliated with Soto’s external boards or advisory roles; CMS indicates such transactions were immaterial and below 1% revenue thresholds when present.