Rejji Hayes
CMS ENERGYAbout Rejji Hayes
Executive Vice President and Chief Financial Officer of CMS Energy and Consumers Energy since May 2017; age 50 as of February 11, 2025 . In 2025, his remit expanded to include NorthStar Clean Energy alongside Investor Relations, Treasury, Accounting and Supply Chain . Prior roles include EVP/CFO and VP Finance & Treasurer at ITC Holdings (2012–2016) . Performance alignment highlights: 2024 Annual Incentive EPS exceeded target ($3.34 vs $3.29), driving a 133% payout for the year ; 2022–2024 LTI TSR portion paid at 105.3% of target (EPS portion pending as of the proxy date) ; for awards vesting in early 2024, three‑year TSR ranked below peer median (71.1% payout) while three‑year EPS growth outperformed peers (180.4% payout) . Pay mix is predominantly at‑risk (77% of total direct compensation; 58% equity for Hayes) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CMS Energy / Consumers Energy | EVP & CFO | 05/2017 – Present | Leads IR, Treasury, Accounting, Supply Chain; as of July 1, 2025, also responsible for NorthStar Clean Energy |
| CMS Energy / Consumers Energy | Oversight of Operational Support and Supply Chain (in addition to CFO role) | Effective 02/04/2022 | Added fleet, safety, real estate, facilities, and Supply Chain oversight, broadening operating scope |
| NorthStar Clean Energy (affiliate) | EVP, CFO, and Director | 05/2017 – 06/2024 | Senior finance leadership and board role at the non‑regulated affiliate |
| EnerBank (former subsidiary) | Chairman of the Board and Director | 10/2018 – 10/2021 | Board leadership through the period culminating in the business sale |
| ITC Holdings Corp. (prior) | EVP & CFO; previously VP Finance & Treasurer | 05/2014 – 11/2016; 2012 – 2014 | Public utility finance leadership; treasury and finance foundation prior to joining CMS |
External Roles
| Category | Details |
|---|---|
| Public company boards | None disclosed in CMS filings for Hayes; internal subsidiary board roles noted above (NorthStar, EnerBank) |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus paid ($) |
|---|---|---|---|
| 2024 | 810,000 | 80% (unchanged vs 2023) | 861,840 (133% of target) |
| 2023 | 790,000 | 80% (unchanged vs 2024) | 796,320 |
Performance Compensation
2024 Annual Incentive (AIP)
- Structure: Cash incentive tied to two pillars — Annual Incentive EPS and Annual Incentive Utility operating targets; committee discretion to adjust within plan bounds .
- 2024 payout result: 133% of target for all NEOs; Hayes target $648,000, threshold $5,184, maximum $1,247,400; paid $861,840 .
| Metric | Weighting | Target | Actual/Result | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Incentive EPS | Not disclosed | $3.29 target (company level) | $3.34 (exceeded target) | Contributed to 133% total AIP payout | Paid Mar 2025 for FY2024 performance |
| Annual Incentive Utility | Not disclosed | Not disclosed | Not disclosed | Contributed to 133% total AIP payout | Paid Mar 2025 |
Long‑Term Incentive (LTI) – Performance and Tenure Awards
Policy and metrics
- Mix: 75% performance‑based shares; 25% tenure‑based shares .
- Performance metrics and weights: Relative TSR (50%) and relative LTI EPS growth (50%) vs Performance Peer Group; three‑year cliff vesting .
- Payout curve: 30th percentile = 50%, median = 100%, 70th percentile = 150%, 90th percentile = 200% .
Grant detail (2024 awards for Hayes)
| Grant date | Type | Metric/terms | Target shares | Max shares | Tenure shares | Grant date fair value ($) |
|---|---|---|---|---|---|---|
| 01/25/2024 | Performance‑based RS | 50% TSR, 50% LTI EPS; 3‑yr cliff (1/1/2024–12/31/2026) | 26,568 | 53,136 | — | 1,582,616 |
| 01/25/2024 | Tenure‑based RS | 3‑yr cliff vest on 01/25/2027 | — | — | 8,856 | 500,010 |
Notable vesting outcomes
- For awards ending Dec 31, 2023: TSR tranche vested at 71.1% (Jan 19, 2024) and EPS growth tranche at 180.4% (Mar 22, 2024); Hayes realized value on 49,187 vested shares of $2,848,245 in 2024 . Shares are sold at vest for tax withholding; no dividends on unvested performance shares (accrue as additional contingent shares) .
- For 2022–2024 performance cycle (awards granted in 2022): TSR portion paid 105.3% of target; LTI EPS payout pending as of the 2025 proxy .
Equity Ownership & Alignment
Beneficial ownership and guidelines
- Beneficial ownership: 243,104 CMS shares as of March 4, 2025; includes 111,294 restricted shares; no shares pledged; each officer owns <0.5% of outstanding shares .
- Stock ownership guideline: 3x base salary for Hayes; all NEOs in compliance as of Dec 31, 2024; non‑compliance would trigger sale restrictions/paid‑in‑stock features until met .
- Hedging/pledging: Prohibited for officers .
2024 stock vested
| Name | Options exercised (#/$) | Stock vested (shares) | Value realized ($) |
|---|---|---|---|
| Rejji P. Hayes | — / — | 49,187 | 2,848,245 |
Outstanding unvested equity at FY‑end 2024 (selected details for Hayes)
| Grant (award/vest) | Unvested tenure‑based (#) | Unearned performance‑based (#) |
|---|---|---|
| 01/27/2022 – 01/29/2025 | 6,726 | — |
| 01/27/2022 – 01/29/2025 (perf tranche) | 11,668 | — |
| 01/27/2022 – 03/21/2025 (perf tranche) | 22,162 | — |
| 01/26/2023 – 01/26/2026 | 7,507 | — |
| 01/26/2023 – 01/26/2026 (perf tranche) | — | 18,038 |
| 01/26/2023 – 03/26/2026 (perf tranche) | — | 24,050 |
| 01/25/2024 – 01/25/2027 | 8,856 | — |
| 01/25/2024 – 01/25/2027 (perf tranche) | — | 20,574 |
| 01/25/2024 – 03/25/2027 (perf tranche) | — | 27,432 |
Pay mix (alignment proxy)
- Hayes 2024 target mix: 77% variable/at‑risk; 58% equity; 24% of at‑risk is annual, 76% long‑term .
Employment Terms
Severance and change‑in‑control (CIC) economics for Hayes (as of Dec 31, 2024)
- Agreements: Officer Separation Agreement (OS) and double‑trigger CIC agreement (equity acceleration requires CIC plus qualifying termination) .
- No employment agreement; executives have OS and CIC agreements only; no tax gross‑ups; perquisites are limited (e.g., annual physical) .
Potential payments table (Hayes)
| Scenario | Cash multiple | AIP treatment | Equity treatment | DC SERP (unvested) | Medical | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause | 1.5x base salary = 1,215,000 | Not listed beyond pro‑rata in death/disability; OS plan applies | Unvested restricted stock per table: 4,133,766 | 1,268,593 | — | 6,617,359 |
| Change‑in‑control (qualifying termination) | 2x base = 1,620,000; 2x incentive @ 100% target = 1,296,000 | Pro‑rata current‑year incentive 648,000 | Unvested restricted stock 4,694,048; double‑trigger | 1,803,193 | 43,167 | 10,104,408 |
| Disability | — | Pro‑rata AIP 648,000 | Unvested restricted stock 4,133,766 | — | — | 4,781,766 |
| Death | — | Pro‑rata AIP 648,000 | Unvested restricted stock 6,447,254 | — | — | 7,095,254 |
Additional terms
- Upon death: 100% of restricted stock vests; performance‑based stock vests at target .
- Retirement/disability: Tenure‑based prorated; performance‑based prorated with actual performance at period end; committee may waive forfeiture in exceptional cases .
- Clawback: Dodd‑Frank compliant recoupment for restatements; committee discretion for errors or restatements outside the SEC policy .
Perquisites and deferred compensation (2024)
- Perqs: Life insurance premium $1,414; executive physical $4,000 .
- Deferred comp contributions: DSSP exec/registrant $27,900/$27,900; DC SERP registrant $182,570; aggregate year‑end balances DSSP $333,445; DC SERP $1,691,148 .
Investment Implications
- Pay‑for‑performance alignment: Majority at‑risk pay (77%) and LTI (75% performance‑based) tie Hayes’ realized compensation to three‑year relative EPS growth and TSR versus peers; AIP driven by EPS and utility operations. 2024 saw AIP at 133% and TSR result for the 2022–2024 cycle at 105.3%, while earlier cycles showed mixed TSR/EPS outcomes, reinforcing balanced incentives .
- Insider selling pressure: Hayes had 49,187 shares vest in 2024 ($2.85M realized); additional 2022/2023/2024 grants cliff‑vest through early 2025–2027, with shares sold at vest for withholding — a predictable but modest supply overhang at those dates .
- Retention risk: Meaningful unvested equity across multiple cycles and DC SERP accruals, plus OS/CIC protections with double‑trigger equity vesting, reduce voluntary turnover risk; absence of tax gross‑ups and clawback provisions mitigate governance risk .
- Ownership alignment: 243k shares beneficially owned, 3x salary ownership guideline (in compliance), and prohibitions on pledging/hedging support alignment with shareholders; no pledged shares reported .
- Governance signal: Say‑on‑pay support remains strong (~95% approval), and program best practices include LTI caps if three‑year absolute performance is negative, reinforcing discipline .