Ralph Izzo

About Ralph Izzo

Ralph Izzo (age 67) is an independent director of CMS Energy, serving since 2023 with approximately 2 years of board tenure as of May 2025 . He is the retired Chairman, President and CEO of Public Service Enterprise Group (PSEG) (2007–2022) and served as Executive Chair in 2022, bringing more than 30 years of electric and gas utility experience . CMS identifies him as independent under NYSE standards and its own Independence Standards .

Past Roles

External Roles

Board Governance

• Independence: CMS confirms Izzo is independent under NYSE and CMS Independence Standards; each member of Audit and Compensation Committees meets heightened independence requirements .
• Committee Assignments:
  • Audit Committee member (all members financially literate and designated “Audit Committee Financial Expert” under SEC definitions) .
  • Finance Committee member .
• Meeting cadence and engagement:
  • Board met 8 times in 2024; all directors attended >75% of Board and assigned Committee meetings and attended the 2024 annual meeting .
  • Independent director executive sessions held four times for CMS in 2024 (Chairman presided over sessions) .
• Board leadership: Chairman independent; Presiding Director role established for additional independent oversight (Laura Wright appointed May 3, 2024) .

Fixed Compensation

• 2024 director compensation (non‑employee): Cash fees $120,000; equity grant $175,000; total $295,000 .
• Structure: Annual cash retainer $115,000 (2024), Audit Committee member fee $5,000 (2024); chairs receive additional fees (Izzo is not a chair) . Audit member fee increases to $10,000 starting 2025; Presiding Director fee increases to $35,000 in 2025 (not applicable to Izzo) .
• Equity grant: Tenure-based restricted stock with grant-date fair value ~$175,000, vests 100% at next annual meeting; directors may elect to defer equity into RSUs (Izzo elected to defer 2024 equity) .

Additional: Izzo elected to defer 2024 cash fees under the Directors’ Deferred Compensation Plan (DCP) .

Performance Compensation

• Director grants are tenure-based; no performance metrics are attached to non-employee director equity awards (they vest fully at the next annual meeting) .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in electric and gas utilities; prior PSEG CEO/Chair experience; active roles on energy technology boards and federal advisory committees .
• CMS competence mapping flags his sustainability, regulatory/governmental affairs, and regulated utility expertise; board skills matrix shows Izzo’s utility, sustainability, and regulatory strengths .

Equity Ownership

• Beneficial ownership of CMS common stock: 5,721 shares as of March 4, 2025; no shares pledged; sole voting and investment power .
• RSUs outstanding (as of December 31, 2024): 5,678 units (Izzo elected deferral for 2024 equity) .
• Ownership guidelines: Non‑employee directors must hold CMS stock equal to 5× annual cash retainer within 5 years; all directors comply or are on track .
• Anti-hedging/anti-pledging: Directors prohibited from pledging or hedging CMS stock .

Insider Trades

Notes: RSU and share counts reflect third-party filing trackers (Fintel/Yahoo/SEC index). Filing index links are provided for auditability .

Governance Assessment

• Board effectiveness: Izzo sits on Audit and Finance—two critical oversight bodies. Audit’s charter covers financial reporting integrity, internal controls, compliance, and cybersecurity; all members are financially literate and treated as “Audit Committee Financial Experts” under SEC definitions—supportive of investor confidence in audit oversight . Finance oversight includes capital structure, financing plans, dividends, and major capex reviews—aligned with utility capital intensity .
• Independence and engagement: CMS affirms Izzo’s independence; directors attended >75% of meetings and annual meeting; independent sessions convened 4× in 2024—positive governance hygiene and engagement signals .
• Compensation alignment: Director pay mix skews to equity (~59%), with tenure-based vesting and required stock ownership (5× retainer) promoting alignment; Izzo elected deferral of cash fees and equity (RSUs), increasing long-term ownership visibility .
• Conflicts/related-party: CMS requires Audit Committee pre-approval of related-party transactions and discloses immaterial relationships; no Izzo-specific related-party transactions disclosed and no hedging/pledging permitted—low conflict risk .
• Workload/time commitments: CMS limits non-employee directors to ≤4 other public boards; Izzo serves on two (BK, OVV), and the board determined other-board service does not impair audit committee service—no overload signal under CMS policy .

RED FLAGS

• None disclosed specific to Izzo: no related-party transactions, no pledging/hedging, independent status maintained, and committee independence satisfied .
• Monitor multi-board service for evolving commitments; currently within CMS guidelines (≤4) and explicitly assessed by the board as not impairing service .

Appendix: Director Compensation Framework (for context)

• 2024 director fee schedule: cash retainer $115,000; Audit chair $22,500; Audit member $5,000; Finance/Governance chairs $20,000; Chairman $175,000; 2025 changes: Audit chair $25,000; Audit member $10,000; Presiding Director $35,000—illustrates committee fee differentials (Izzo is a member, not chair) .
• Director equity: $175,000 restricted stock, tenure-based, vests at next annual meeting; many directors—including Izzo—elected deferral into RSUs .