Suzanne Shank
CMS ENERGYAbout Suzanne F. Shank
Independent director of CMS Energy since 2019; age 63. President, CEO and Co‑Founder of Siebert Williams Shank & Co., LLC (national investment bank) with 30+ years in financial services, including strategy, financial, operational, and regulatory oversight; CMS Board tenure of ~6 years as of May 2025; currently chairs the Finance Committee and serves on the Audit and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siebert Williams Shank & Co., LLC | President, CEO & Co‑Founder | 1996–present | Led strategy and oversight of financial, operational, and regulatory matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rocket Companies | Director | 2020–present | Public company board |
| White Mountains Insurance Group, Ltd. | Director | 2021–present | Public company board |
| American Virtual Cloud Technologies, Inc. | Director (prior) | 2017–2021 | Prior public company board |
| Detroit Regional Chamber | Chair | — | Non‑profit leadership |
| Spelman College | Trustee | — | Academic board |
| Kresge Foundation | Trustee | — | Non‑profit board |
| International Women’s Forum | Member | — | Professional network |
Board Governance
- Independence: Board has determined Shank is independent under NYSE and CMS standards; all Audit and Compensation Committee members are independent .
- Committees: Chair, Finance Committee; Member, Audit Committee; Member, Executive Committee .
- Financial expertise: Audit Committee states all members are financially literate and “Audit Committee Financial Expert” as defined by the SEC .
- Attendance: In 2024, the CMS/Consumers Boards met 8 times; all directors attended >75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Board leadership: Independent Chairman (John G. Russell); Presiding Director role held by Laura H. Wright since May 3, 2024 .
- Outside board limits: CMS policy caps non‑employee directors at four other public boards; all directors meet the guideline (Shank serves on two) .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Shank) | $133,333 | Actual cash retainer and committee fees received in 2024 |
| Standard Annual Cash Retainer (all directors) | $115,000 | Cash retainer for 2024; unchanged for 2025 |
| Finance Committee Chair Fee | $20,000 | Annual chair fee (Finance) |
| Audit Committee Member Fee | $5,000 (2024); $10,000 (2025) | Member fee increased in 2025 |
| Chairman of the Board Fee | $175,000 | For reference (not applicable to Shank) |
| Presiding Director Fee | $30,000 (2024); $35,000 (2025) | For reference (not applicable to Shank) |
- Deferrals: Directors may defer cash retainers under the Directors’ Deferred Compensation Plan; Shank elected to defer 2024 fees under the DCP .
Performance Compensation
| Equity Component | Grant Value (2024) | Vehicle | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual equity grant (Shank) | $175,000 | Restricted stock (or RSUs if deferred) | 100% tenure‑based; vests at next annual meeting | None (tenure‑based) |
- Deferral election: If deferred, awards are granted as RSUs; Shank elected to defer her 2024 equity grant .
- Outstanding director RSUs as of 12/31/2024 (Shank): 13,941 units .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Rocket Companies; White Mountains Insurance Group | No material conflicts disclosed | Board affirmatively determined independence; ordinary‑course relationships with entities affiliated with certain directors were significantly below 1% of counterparty revenues; purchases of utility service at regulated rates are deemed immaterial . |
Expertise & Qualifications
- Capital markets and corporate finance: 30+ years leading a national investment bank; experience in strategy, financial, operational, and regulatory matters .
- Board skills grid indicates deep finance/accounting and executive leadership capabilities across the board; Shank’s biography highlights national business development and regulatory oversight experience .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficially owned shares (3/4/2025) | 18,300 | Includes shares with right to acquire within 60 days; no shares pledged |
| RSUs outstanding (12/31/2024) | 13,941 | Director deferred equity units |
| Ownership as % of outstanding | <0.5% | Each named person individually owns <0.5% of CMS common stock |
| Pledging/Hedging | Prohibited | Company policy prohibits pledging and hedging by directors/officers |
| Director stock ownership guideline | 5x annual cash retainer | All directors comply or are expected to comply within 5 years |
Governance Assessment
-
Positive signals
- Independent director with finance expertise; serves as Finance Committee Chair and Audit Committee member, enhancing capital allocation and oversight rigor .
- Strong board processes: all directors >75% attendance; regular executive sessions; comprehensive evaluations and third‑party peer reviews .
- Shareholder‑friendly policies: prohibition on hedging/pledging; proxy access; annual election; majority voting; elimination of supermajority provisions in 2024 .
- Ownership alignment: mandatory 5x retainer ownership guideline; tenure‑based equity; deferral into RSUs indicates long‑term alignment .
- Say‑on‑pay support: 2024 advisory approval ~95% and 2024 vote count showed strong support (235.4M for vs. 12.6M against) .
-
Potential risk indicators
- Outside boards: holds two current public company directorships; within CMS limit of four, but time commitments should continue to be monitored given chair role at Finance Committee .
- Related‑party/transactions: no transactions involving Shank disclosed; Audit Committee pre‑approves any related‑party transactions and none material to independence were identified .
No attendance shortfalls, related‑party conflicts, pledging/hedging, or option repricing issues were disclosed for Shank. The board’s governance posture (e.g., elimination of supermajority votes) and strong say‑on‑pay outcomes support investor confidence .
Director Compensation (Detail – 2024)
| Component | Amount | Description |
|---|---|---|
| Cash Fees (Shank) | $133,333 | 2024 board/committee cash retainers earned |
| Stock Awards | $175,000 | Annual equity grant (tenure‑based; vests at next annual meeting) |
| Total | $308,333 | Sum of cash and equity grant date fair value |
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | Result | Source |
|---|---|---|
| 2024 Say‑on‑Pay approval | ~95% in favor | Proxy CD&A discussion |
| 2024 Say‑on‑Pay vote count | For 235,442,409; Against 12,588,863; Abstain 2,923,032 | Form 8‑K Item 5.07 (May 3, 2024 meeting) |
| 2024 Governance change | Eliminated supermajority voting | Form 8‑K and filed amendment |
Related Party Transactions & Policies
- Audit Committee pre‑approves related‑party transactions; factors include market terms, size, nature of interest, and potential conflicts; no material items involving Shank disclosed .
- Director Code and employee Code administered with Audit/Governance oversight; no waivers or exceptions reported .
Attendance & Engagement
| Metric | 2024 |
|---|---|
| Board meetings | 8 meetings; all directors >75% attendance; all directors attended 2024 annual meeting |
| Independent director executive sessions | 4 meetings in 2024 |
Committee Assignments (Current)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Finance | Chair | 3 CMS / 3 Consumers |
| Audit | Member | 7 CMS / 7 Consumers |
| Executive | Member | 0 CMS / 0 Consumers |