Shaun Johnson
CMS ENERGYAbout Shaun Johnson
Shaun M. Johnson is Executive Vice President of Business Transformation and Chief Legal and Administrative Officer of CMS Energy and Consumers Energy, responsible for legal, IT, physical and cyber security, analytics, compliance, enterprise risk, regulatory affairs, and cross-functional business transformation initiatives (appointed in 2025). He previously served as General Counsel and Senior Vice President, having joined CMS in 2016 as Vice President and Deputy General Counsel; he earlier led the energy industry group at Dykema Gossett PLLC. Johnson holds a bachelor’s degree from Saginaw Valley State University and a J.D. from Michigan State University . CMS delivered adjusted EPS of $3.34 vs a $3.29 target in 2024 under the Annual Incentive Plan and has met or exceeded adjusted earnings guidance for 22 consecutive years; LTI uses equally weighted relative TSR and EPS growth over three-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dykema Gossett PLLC | Director, Energy Industry Group | Pre-2016 | Represented public utility and energy clients across the U.S. on regulatory and business matters . |
| Consumers Energy | Vice President & Deputy General Counsel | 2016–2019 | Oversaw litigation, general practice, and FERC practice; legal oversight for business development . |
| CMS Energy & Consumers Energy | Senior Vice President & General Counsel | 2019–2025 | Led legal function; elevated to broader business optimization remit . |
| CMS Energy & Consumers Energy | EVP, Business Transformation; Chief Legal & Administrative Officer | 2025–Present | Enterprise leadership of legal, IT/security, compliance, risk, regulatory affairs, and transformation programs . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Michigan Chamber of Commerce | Board of Directors | — | Governance role supporting statewide business policy . |
| Saginaw Valley State University | Board of Control | — | Public university board oversight . |
| Professional Associations | Member | — | Ingham County, Michigan, and Federal Energy Bar Associations; Association of Corporate Counsel . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 540,000 | 565,000 | 620,000 |
| Target Bonus % of Salary | — | 75% | 75% |
| Actual Annual Incentive Paid ($) | 583,200 | 533,925 | 618,450 |
| Stock Awards Grant-Date Fair Value ($) | 810,105 | 1,006,849 | 1,249,550 |
| All Other Compensation ($) | 117,805 | 157,421 | 160,576 |
| Total Compensation ($) | 2,051,110 | 2,263,195 | 2,648,576 |
Notes:
- 2024 annual incentive plan paid 133% of target across NEOs; Johnson’s “Non-Equity Incentive Plan Compensation” reflects this payout factor .
- 2023 annual incentive payouts were 126% of target across NEOs .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Result | Payout/Outcome | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted EPS | — | $3.29 | $3.34 | Plan paid 133% of target overall | Cash, paid March 2025 |
| Annual Incentive (2024) | Utility operating goals (safety, reliability, customer, cost, methane reduction) | — | Approved annually | Achieved; combined with EPS for payout | Included in 133% plan factor | Cash, paid March 2025 |
| LTI (2024 grant) | Relative TSR vs Performance Peer Group | 50% | Peer-relative | Three-year period Jan 1, 2024–Dec 31, 2026 | Earned shares depend on rank | 100% vest after 3 years |
| LTI (2024 grant) | Relative LTI EPS growth | 50% | Peer-relative | Same performance period | Earned shares depend on rank | 100% vest after 3 years |
| LTI (2022 grant payout in 2024) | TSR (Jan 1, 2022–Dec 31, 2024) | 50% | Target | TSR portion paid 105.3% of target | Shares vested per outcome | Vested in 2024 per plan |
| LTI (2021–2023 cycle vest in 2024) | TSR (Jan 2021–Dec 2023) | — | Target | 71.1% of target vested Jan 19, 2024 | Included in 2024 stock vested value | Vested Jan 19, 2024 |
| LTI (2021–2023 cycle vest in 2024) | EPS Growth (Jan 2021–Dec 2023) | — | Target | 180.4% of target vested Mar 22, 2024 | Included in 2024 stock vested value | Vested Mar 22, 2024 |
Grant specifics (Johnson):
- 2024 PBRSUs: Target 15,940; tenure RSUs: 5,314; grant-date fair values $949,522 and $300,028; annual incentive target $465,000 .
- 2023 PBRSUs: Target 11,712; tenure RSUs: 3,904; grant-date fair values $763,084 and $243,766; annual incentive target $423,750 .
2024 stock vested (Johnson): 14,275 shares; value realized $826,617 at CMS closing prices $56.44 (Jan 19, 2024) and $58.97 (Mar 22, 2024) .
Equity Ownership & Alignment
| Item | 2024 (as of Mar 5, 2024) | 2025 (as of Mar 4, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 76,935 | 94,174 |
| Restricted stock held (included above) | 55,466 | 62,339 |
| Ownership as % of CMS outstanding | <0.5% (individual) | <0.5% (individual); group <0.5% |
| Shares pledged as collateral | None (no pledging policy; footnotes note no pledged securities) | |
| Stock ownership guideline | 2× base salary | |
| Compliance with guideline | All NEOs in compliance (Dec 31, 2023 and Dec 31, 2024) |
Outstanding unvested awards and vest dates (Johnson at FY-end 2024):
- Tenure-based RSUs: 5,314 (vest 1/25/2027), market value $354,178 .
- PBRSUs (2024 grant): 12,344 (performance period ending 12/31/2026; settle 3/25/2027), market value $822,728 .
- PBRSUs (2023 grant): 12,518 (settle 3/26/2026), market value $834,325; plus 9,389 tenure RSUs (vest 1/26/2026), market value $625,777 .
- Tenure and performance awards from 2022 grant vested in 2025 per schedules (tenure: 1/29/2025; performance: 3/21/2025) .
Hedging/pledging policy: CMS prohibits hedging and pledging of its securities by officers; CIC requires double-trigger for accelerated vesting .
Employment Terms
| Provision | Key Terms | Johnson-specific Quantification |
|---|---|---|
| Employment agreements | No traditional employment agreements; NEOs have Officer Separation (OS) and Change-in-Control (CIC) Agreements . | — |
| OS Agreement (termination without cause) | Lump-sum; pro-rata vesting of tenure RS; PBRSUs vest pro-rata at end of period based on actual performance; release/nondisparagement required . | 1.5× 2024 base salary ($930,000) plus unvested restricted stock awards valued $2,119,492; DC SERP unvested $572,480; total $3,621,972 (as of 12/31/2024) . |
| CIC Agreement | Double-trigger (CIC + qualifying termination within 2 years); Good Reason and Cause defined; best-net-benefit cutback; no 280G/4999 tax gross-ups . | 2× base salary ($1,240,000); 2× incentive at 100% target ($930,000); pro-rata incentive ($465,000); DC SERP benefit $835,980; medical coverage payment $43,167; unvested restricted stock awards $2,442,345; total $5,956,492 (as of 12/31/2024) . |
| Retirement/Disability/Death | Death: 100% restricted stock vests at target; Retirement/Disability: pro-rata vesting and PBRSUs vest pro-rata at end based on actual performance; committee discretion in exceptional cases . | Death total $3,916,737; Disability total $2,584,492 (Johnson) . |
Compensation Structure Analysis
- Pay mix emphasizes at-risk equity: 75% of the annual LTI granted to NEOs is performance-based restricted stock with equal weighting for relative TSR and EPS growth over three years; tenure RSUs comprise 25% .
- Cash incentive tied to EPS and operational utility metrics; 2024 plan paid 133% of target; Johnson’s target award percentage is 75% of base salary, unchanged vs 2023 .
- Year-over-year changes: Johnson’s base salary rose 9.7% to $620,000 in 2024 vs $565,000 in 2023; stock awards grant-date fair value increased to $1,249,550 from $1,006,849; cash incentive rose to $618,450 from $533,925 .
- Governance safeguards: double-trigger CIC equity vesting, no tax gross-ups, hedging/pledging prohibited, ownership guidelines enforced; say-on-pay support ~95% CMS and 100% Consumers in the latest cycle .
Investment Implications
- Alignment and retention: Johnson’s significant unvested PBRSUs with equal TSR/EPS growth weighting and 2× salary ownership guideline foster alignment; OS/CIC protections and DC SERP vesting support retention but are market-standard without gross-ups .
- Vesting calendar and potential selling pressure: Notable scheduled vest points include 1/26/2026 and 3/26/2026 (2023 awards) and 1/25/2027 and 3/25/2027 (2024 awards), with sizable unvested balances (e.g., 12,344 and 16,458 PBRSUs and 5,314 tenure RSUs) that could increase share delivery and liquidity around those dates; however, CMS prohibits hedging/pledging and Johnson had no pledged shares as of reporting .
- Performance linkage: 2024 payouts reflect above-target adjusted EPS and operational execution; LTI outcomes have been sensitive to relative TSR and EPS growth (e.g., TSR 71.1% vs EPS 180.4% for the 2021–2023 cycle), highlighting balanced incentive design and potential variability in realized equity compensation tied to peer-relative performance .
- Shareholder sentiment: Strong say-on-pay approval (~95% CMS; 100% Consumers) suggests investor acceptance of compensation structure and alignment mechanisms .