Ronald Tanski
CMS ENERGYAbout Ronald J. Tanski
Ronald J. Tanski, age 72, has served as an independent director of CMS since 2019. He is the retired President and CEO of National Fuel Gas Company (2013–2019), having begun his career there as an attorney, bringing over 40 years of experience in regulated and non‑regulated gas businesses; the Board notes his legal background as a core credential . He continues to serve on the National Fuel Gas Company board (2019–present) and previously chaired INGAA and was a member of the American Gas Association; he also served on the Buffalo Museum of Science board of managers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Fuel Gas Company | President & CEO | 2013–2019 | Led diversified energy company; deep regulated/non‑regulated gas expertise |
| National Fuel Gas Company | Attorney; roles of increasing responsibility | 1979 onward | Legal foundation; governance perspective |
| Interstate Natural Gas Association of America (INGAA) | Chair | Not specified | Industry leadership and policy experience |
| American Gas Association (AGA) | Member | Not specified | Industry network and regulatory insights |
| Buffalo Museum of Science | Board of Managers member (prior) | Not specified | Community/mission-driven governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Fuel Gas Company | Director | 2019–present | Public company board; energy sector exposure |
Board Governance
- Independence: The Board has affirmatively determined Tanski is independent under NYSE standards and CMS’ more stringent Independence Standards; Audit and Compensation Committee members are all independent .
- Committee assignments (2024 activity):
- Compensation & Human Resources Committee Chair (4 meetings) .
- Finance Committee member (3 meetings) .
- Executive Committee member .
- Executive sessions: Independent directors met in executive session four times in 2024 (CMS and Consumers) .
- Board leadership: CMS separates Chair and CEO roles; Laura Wright elected Presiding Director on May 3, 2024 to lead independent director sessions .
- Director stock ownership guidelines: 5× annual cash retainer by end of fifth calendar year; directors comply or are expected to comply; cash retainer may be redirected to purchase stock until compliance met .
- Say‑on‑pay signal: CMS’ 2024 advisory vote on executive compensation received approximately 95% support, reflecting strong shareholder alignment overseen by the Compensation Committee chaired by Tanski .
Committee Assignments and 2024 Meetings
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Compensation & Human Resources | Chair | 4 | CEO pay setting; incentive plans; stock awards; succession; officer stock ownership compliance |
| Finance | Member | 3 | Financing plans; capital structure; dividends; capital projects oversight |
| Executive | Member | 0 | Acts between board meetings subject to limits |
2024 Election Support (CMS)
| Nominee | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Ronald J. Tanski | 250,219,716 | 240,953 | 493,635 | 13,009,367 |
Fixed Compensation
- Structure benchmarked annually; cash retainers and committee fees are pro‑rated by months served .
- 2024/2025 director fee schedule (for context on roles): Annual cash retainer $115,000; Compensation Chair $20,000; Finance/Governance Chairs $20,000; Audit Chair $22,500 ($25,000 in 2025); Other Audit Members $5,000 ($10,000 in 2025); Presiding Director $30,000 ($35,000 in 2025) .
Tanski – Director Compensation (Actuals)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 115,000 | 128,334 |
| Stock Awards – Grant Date Fair Value ($) | 160,000 | 175,000 |
| Other Compensation ($) | — | — |
| Total ($) | 275,000 | 303,334 |
Director Fees Schedule (Context)
| Year | Annual Cash Retainer | Presiding Director | Audit Chair | Other Audit Members | Compensation Chair | Finance/Governance Chairs |
|---|---|---|---|---|---|---|
| 2024 | 115,000 | 30,000 | 22,500 | 5,000 | 20,000 | 20,000 |
| 2025 | 115,000 | 35,000 | 25,000 | 10,000 | 20,000 | 20,000 |
Performance Compensation
- Annual equity grant: Non‑employee directors receive restricted stock with grant date fair value of ~$175,000; awards are 100% tenure‑based, vesting at the next annual meeting date; directors may elect to defer as RSUs under the Performance Incentive Stock Plan .
- 2024 elections: Tanski elected to defer his 2024 equity grant and deferred his 2024 cash fees under the Directors’ Deferred Compensation Plan (DCP) administered by Fidelity Investments; obligations remain unsecured .
Director Equity Award Features (2024)
| Component | Detail |
|---|---|
| Annual Restricted Stock Value | $175,000 grant date fair value |
| Vesting | 100% tenure‑based; vests at next annual meeting |
| Deferral Option | Electable; granted as RSUs if deferred |
| 2024 Elections | Tanski deferred equity grant and cash fees |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| National Fuel Gas Company | Energy (diversified) | Director (2019–present) | Board independence affirmed; immaterial relationships (charitable affiliations, ordinary‑course transactions below 1% of counterparties’ revenues) noted generally for directors |
Expertise & Qualifications
- More than 40 years in regulated and non‑regulated gas; legal training and governance experience from starting as an attorney .
- Industry leadership through INGAA chair and AGA membership; risk management and utility experience .
Equity Ownership
- Stock ownership guidelines: 5× annual cash retainer; compliance or expected compliance by end of fifth calendar year; if not met, cash retainer redirected to purchase stock until compliant .
- Hedging/pledging: Policy prohibits pledging, hedging, short sales, and derivative transactions for directors and officers; no waivers or exceptions disclosed .
Beneficial Ownership and Outstanding Units
| Metric | Mar 5, 2024 | Mar 4, 2025 |
|---|---|---|
| Beneficially Owned Shares | 12,311 | 15,621 |
| Unvested Restricted Stock (Count) | 2,582 (as of 12/31/2023; note: 2024 shows none) | 0 (as of 12/31/2024; Tanski had none unvested) |
| Outstanding RSUs (Count) | 0 (as of 12/31/2023) | 2,910 (as of 12/31/2024) |
| Shares Pledged as Collateral | None; no shares pledged |
Governance Assessment
- Committee effectiveness: As Compensation Committee Chair, Tanski oversees CEO pay, incentive structures, succession planning, and officer ownership compliance; CMS reports strong say‑on‑pay support (~95%), signaling investor confidence in compensation governance .
- Alignment: Significant portion of director pay in equity with tenure‑based vesting; stock ownership guidelines at 5× retainer; Tanski elected to defer both equity and cash fees, enhancing long‑term alignment .
- Independence & conflicts: Board’s independence determination includes Tanski; policies prohibit hedging/pledging; no waivers of director code; immaterial relationships identified and monitored; no related‑party transactions flagged specific to Tanski .
- Engagement signals: High shareholder support in 2024 director election for Tanski (250.2M votes for) and robust independent director executive sessions; committees met regularly across audit (7), compensation (4), finance (3), governance (3) .
RED FLAGS: None identified from disclosures—no pledging/hedging, no director code waivers, no related‑party transactions disclosed for Tanski, strong say‑on‑pay support; continued monitoring warranted given external energy board role, but independence standards and immateriality thresholds are affirmed .