DEF 14A of CMS Energy Corp, Mar 21, 2024

DEF 14A of CMS Energy Corp

Filed Mar 21, 2024 · FY20230000811156-24-000052

Open on EDGAR

  1. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS There are 11 nominees for election as Directors of CMS and Consumers, to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. The Board believes that the nominees will be available to serve, but in the event any nominee is unable to do so, the proxies will be voted for a substitute nominee designated by the Board or the number of Directors constituting the full Board will be reduced accordingly. All of the nominees are currently serving as Directors. All 11 nominees have accepted their nomination and agree to serve if elected. Ralph Izzo was appointed to the Board in May 2023, and is standing for election for the first time at the 2024 Annual Meeting. One current Board member, William D. Harvey, is not standing for re-election to the Board, having reached the retirement age, as stated in our Amended and Restated Corporate Governance Principles. The Board thanks Harvey for his dedicated service to CMS and Consumers. Consequently, effective as of the 2024 Annual Meeting, the size of the Board will be reduced by one member for a total of 11 members. The following table identifies the balance of experience, skills and qualifications that the nominees bring to the Board. The skills and qualifications that are marked below are reviewed by the Governance, Sustainability and Public Responsibility Committee (“Governance Committee”) and the Board when making nomination decisions and reviewing Board succession planning and the fact that a particular skill or qualification is not designated does not mean nominees do not also possess the specific experience or qualification. The table below illustrates how the Board is well-positioned to provide direction and oversight with respect to our overall performance, strategic direction and significant corporate policies.

  2. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | | Barfield | Butler | Darrow | Izzo | Rochow | Russell | Shank | Soto | Sznewajs | Tanski | Wright | Percentage of Total Board | | Core Competencies | | | | | | | | | | | | | | Senior Leadership | • | • | • | • | • | • | • | • | • | • | • | 100% | | Finance, Accounting or Financial Reporting | • | • | • | • | • | • | • | • | • | • | • | 100% | | Regulatory Environment/Governmental Affairs | • | • | • | • | • | • | • | • | • | • | • | 100% | | Risk Management | • | • | • | • | • | • | • | • | • | • | • | 100% | | Customer Experience | • | • | • | | • | • | • | • | | | • | 73% | | Information Technology/ Safety and Security | | • | | • | • | • | | • | • | • | • | 73% | | Utility Experience | | | | • | • | • | | | | • | | 36% | | Strategic Planning and Governance | • | • | • | • | • | • | • | • | • | • | • | 100% | | Sustainability and Environmental | • | • | • | • | • | • | | • | • | • | • | 91% | | DE&I | • | | • | • | | • | • | • | • | | | 64% | | Human Resources and Executive Compensation | • | • | • | • | | • | • | • | • | • | • | 91% | | Supply Chain | | • | • | | | | | | • | | | 27% | | Lean | | • | • | | • | | | • | • | | | 45% | | Demographics and Board Tenure | | | | | | | | | | | | | | Self-identified | a | b | | | | | a b | a b c | | | b | 45% | | Board Tenure (Yrs.) | 19 | 9 | 11 | 1 | 3 | 14 | 5 | 9 | 9 | 5 | 11 | 9 years average tenure | | Age (as of 2023 Annual Meeting) | 72 | 69 | 69 | 66 | 49 | 66 | 62 | 55 | 56 | 71 | 64 | 64 years average age |

  3. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    a.Race/Ethnic Diversity b.Female c.LGBTQ

  4. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 9 |

  5. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Core Competencies have an impact on our purpose, which is measured by our "triple bottom line" of people, planet and profit, underpinned by performance. | | | Core Competencies and Relevance to CMS and Consumers | | | Senior Leadership | Senior Leadership experience is important to understanding and overseeing our complex organization and empowering employees through individual growth and development. | | Finance, Accounting or Financial Reporting | Finance, Accounting or Financial Reporting experience is important in overseeing our financial management and capital allocation, as well as ensuring accurate financial reporting processes and robust controls. | | Regulatory Environment/ Governmental Affairs | Regulatory Environment/Governmental Affairs experience is important in understanding the regulated nature of the utility industry, providing insight and perspective in working constructively and proactively with governmental agencies and helping shape public policy initiatives and regulation/legislation. | | Risk Management | Risk Management experience is important to oversee our robust enterprises risk management program and mitigate key risks to the Corporation. | | Customer Experience | Customer Experience is important as we focus on meeting customer expectations and transforming the customer experience, including mobile and digital experiences. | | Information Technology/ Safety and Security | Information Technology/Safety and Security experience is important in overseeing the enhancement and security of our business and operational systems (both physical and cyber), including information security, data privacy, cybersecurity, customer experience, financial systems and internal and grid operations. | | Utility Experience | Utility Experience is important in understanding the technical nature of our business and to help inform our views on utility-related matters, such as energy markets and economics, technology, renewable energy, electric and gas transmission and distribution, public policy and safety. | | Strategic Planning and Governance | Strategic Planning and Governance experience is important in order to define and drive strategic direction (including safety and DE&I) and growth and oversee our operations as well as contributing to the Board's understanding of best practices in corporate governance matters. | | Sustainability and Environmental | We place the highest priority on the health, safety and inclusion of our workforce and protection of our customers, assets, communities and the environment; therefore, Sustainability and Environmental experience is important to manage our sustainability practices, including environmental, social and governance matters and continue our commitment to improving our environmental performance and reducing the potential negative impacts of our operations. | | DE&I | We embed DE&I into everything we do. Therefore, DE&I experience is important in overseeing our DE&I journey of building and sustaining a world-class, inclusive workforce and customer experience for the betterment of our co-workers, customers and communities. | | Human Resources and Executive Compensation | Human Resources and Executive Compensation experience is important to ensure our ability to recruit, retain and develop key talent essential to our operations. | | Supply Chain | Supply Chain experience is important in overseeing our supply chain management, to help ensure we have sufficient supplies for world-class performance delivering hometown service and understanding how regulations and other factors impact the supply chain. | | Lean | Lean experience is important to improve safety, quality, cost, delivery and morale simultaneously by using a systematic approach to clearly define problems and solve them closest to the customer and drive improved performance, enhanced organizational focus and a culture of continuous improvement while pursing waste elimination. | | Diverse Attributes | Diverse Attributes support our commitment to diversity and inclusion through age, ethnicity, gender, race and other diverse characteristics and contribute to and support informed decision making. |

  6. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 10 |

  7. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    The name, age and business experience of each nominee follows, as well as a description of the specific experience, qualifications and core competencies of each nominee that led to the Board’s conclusion that such nominee should serve as Director.

  8. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Jon E. Barfield | Experience: | | AGE: 72 DIRECTOR SINCE: August 2005 GENDER: Male PRONOUNS: He/Him/His RACE: Black or African American | Jon E. Barfield has served since 2012 as president and chief executive officer of LJ Holdings Investment Company LLC, a private investment company. In March 2012, he retired from Bartech Group, Inc. (“Bartech”) where he served since 1981 as president and from 1995 to March 2012 as chairman and president of this industry-leading professional services firm, with headquarters in Southfield, Michigan, delivering talent management, business process outsourcing and managed services provider solutions to Global 1,000 firms. Bartech managed the daily work assignments for more than 120,000 associates and more than $4.7 billion in annual procurement for major employers around the world, making Bartech (now owned by Impellam Group, PLC) one of the largest talent acquisition and managed service provider firms in the United States. | | | Skills and Qualifications: | | | Barfield brings to the Board legal knowledge and experience, having practiced corporate and securities law at Sidley Austin LLP. His qualifications to serve as a Director stem primarily from his experiences as a senior leader, and his varied service as a Director with considerable experience regarding legal risk oversight and risk management, financial reporting, attracting and retaining key talent and related human resources experience, corporate governance, customer service and marketing and mergers and acquisitions. Prior to 2019, Barfield served as a Director of Dow Jones, Inc., Motorola Mobility, BMC Software, National City Corporation, Blue Cross Blue Shield of Michigan and Good Technology Corporation. He served for many years as chairman of the audit committee of the Princeton University Board of Trustees. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation |

  9. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 11 |

  10. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Deborah H. Butler | Experience: | | AGE: 69 DIRECTOR SINCE: January 2015 GENDER: Female PRONOUNS: She/Her/Hers RACE: White | Deborah H. Butler retired in October 2015 as the executive vice president of planning and chief information officer of Norfolk Southern Corporation (“Norfolk Southern”), which is engaged in the rail transportation of raw materials, intermediate products and finished goods. Butler joined Norfolk Southern in 1978 and served in positions of increasing responsibility in operations until being named assistant vice president transportation customer service in 2000 and vice president customer services in 2002, a position she held until her appointment as executive vice president in 2007. | | | Skills and Qualifications: | | | Butler’s qualifications for service on the Board include her extensive experience in operations, leadership, customer service, sustainability and environment, safety, regulatory environment, strategic planning and information technology derived from her varying roles at Norfolk Southern. Butler serves as chairman of the board of Patriot Rail Company LLC and as an independent member of the board of Ports America. She previously served as chairman of the board of Thoroughbred Technology and Telecommunications, LLC, a Norfolk Southern subsidiary, and previously served as a board member of TTX Company, Inc., which provides railcars and related freight car management services to the North American rail industry. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •Human Resources and Executive Compensation •Supply Chain •Lean |

  11. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 12 |

  12. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Kurt L. Darrow | Experience: | | AGE: 69 DIRECTOR SINCE: November 2013 GENDER: Male PRONOUNS: He/Him/His RACE: White | Kurt L. Darrow retired in April 2021 as the president and chief executive officer of La-Z-Boy Incorporated (“La-Z-Boy”), an integrated furniture retailer and manufacturer. Darrow joined La-Z-Boy in 1979, and served in positions of increasing responsibility, including president of La-Z-Boy Residential, its largest division. Darrow served as a board member of La-Z-Boy from 2003 to 2022 and as chairman from 2011 to 2022. | | | Skills and Qualifications: | | | Darrow’s qualifications for service on the Board include his extensive public company experience spanning more than 40 years, and his thorough strategic, marketing and leadership experience and customer orientation derived from his varying roles at La-Z-Boy. Darrow is a member of the Business Leaders for Michigan, a non-profit executive leadership organization, and serves on its executive committee. He serves as a member of the ProMedica Board of Trustees and was previously chairman of the ProMedica Monroe Regional Hospital Board of Trustees. Darrow is a former chairman of the American Home Furnishings Alliance and continues to serve as Director emeritus. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation •Supply Chain •Lean |

  13. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 13 |

  14. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Ralph Izzo | Experience: | | AGE: 66 DIRECTOR SINCE: May 2023 GENDER: Male PRONOUNS: He/Him/His RACE: White | Ralph Izzo retired in September 2022 as the Chairman, President and CEO of Public Service Enterprise Group Incorporated (“PSEG”), a publicly traded diversified energy holding company, a position he held from April 2007. He served from September 2022 until December 2022 as Executive Chair of PSEG. He was PSEG’s president and chief operating officer and a member of the Board of Directors from October 2006 until his appointment as Chairman, President and CEO. Previously, Izzo was president and chief operating officer of Public Service Electric and Gas Company (“PSE&G”), an operating subsidiary of PSEG. Izzo joined PSE&G in 1992 and held several executive positions within the PSEG family of companies. He currently serves on the Board of Directors of Ovintiv Inc. and The Bank of New York Mellon Corporation. | | | Skills and Qualifications: | | | Izzo is qualified to serve on the Board based on the knowledge and experience acquired throughout his more than 30 years in the electric and gas business. Izzo is on the Board of Directors of Argonne National Lab and TerraPower, a nuclear innovation company. He currently serves as a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee, on the Board of Trustees of the Liberty Science Center and on the Boards of Directors of The Community FoodBank of New Jersey and the New Jersey Performing Arts Center, for which he also serves on the Executive Committee. He previously served as the chair of the Nuclear Energy Institute and on the Board of Directors for the Edison Electric Institute, Nuclear Electric Insurance Limited and the New Jersey Chamber of Commerce. Izzo is on the advisory board for the University of Pennsylvania’s School of Engineering and Applied Sciences Mechanical Engineering and Applied Mechanics Department, a member of the Board of Trustees of the Peddie School and Princeton University’s Andlinger Center for Energy and the Environment Advisory Council, as well as a member of the Visiting Committee for the Department of Nuclear Engineering at Massachusetts Institute of Technology and the Columbia University School of Engineering Board of Visitors. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation |

  15. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 14 |

  16. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Garrick J. Rochow | Experience: | | AGE: 49 DIRECTOR SINCE: December 2020 GENDER: Male PRONOUNS: He/Him/His RACE: White | Garrick J. Rochow has served since December 2020 as president and chief executive officer of CMS and Consumers. From July 2016 through November 2020, he was responsible for the company’s electric and natural gas distribution and transmission operations, generation and compression operations, regulatory compliance, planning and scheduling and operations performance. Prior to that role, he served in a variety of leadership positions across the business as Consumers’ senior vice president of distribution and customer operations and as vice president of customer experience, rates and regulation and quality and chief customer officer after serving as vice president of energy delivery. | | | Skills and Qualifications: | | | Rochow is qualified to serve on the Board based on his more than 20 years of experience and knowledge gained in the utility industry. He has extensive utility knowledge, including 19 years with CMS. The Board benefits from Rochow’s prior leadership roles within the company. He currently serves on the board of the American Gas Association and Edison Electric Institute, as well as the boards and executive committees of Business Leaders for Michigan and The Right Place. He also serves on the boards of Priority Health, New Community Transformation Fund, West Michigan Policy Forum and Grand Rapids Economic Club. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •Lean |

  17. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 15 |

  18. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | John G. Russell | Experience: | | AGE: 66 DIRECTOR SINCE: May 2010 CHAIRMAN SINCE: May 2016 GENDER: Male PRONOUNS: He/Him/His RACE: White | John G. Russell served from May 2010 to July 2016 as president and chief executive officer of CMS and Consumers. Prior to that he served from October 2004 to May 2010 as president and chief operating officer of Consumers, he served from December 2001 to July 2004 as executive vice president and president and chief executive officer-electric of Consumers and from July 2004 to October 2004 as executive vice president and president-electric and gas of Consumers. He serves on the board of Hubbell Incorporated. | | | Skills and Qualifications: | | | Russell is qualified to serve on the Board based on the knowledge and experience acquired throughout his more than 30 years with Consumers. He has in-depth knowledge of all aspects of the utility. His vast experience within the regulated utility industry, hands-on experience and the leadership positions he has held have provided him with a perspective from which the Board greatly benefits. Russell serves on the Board of Directors of Grand Valley University Foundation and also serves as chairman of The Russell Family Foundation. Russell previously served as a Director on the boards of Grand Valley State University, Business Leaders for Michigan, The Right Place, Inc., the Michigan Chamber of Commerce, the American Gas Association and Edison Electric Institute. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation |

  19. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 16 |

  20. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Suzanne F. Shank | Experience: | | AGE: 62 DIRECTOR SINCE: January 2019 GENDER: Female PRONOUNS: She/Her/Hers RACE: Black or African American | Suzanne F. Shank has served since 1996 as president and chief executive officer and a co-founder of Siebert Williams Shank & Co., LLC, (formerly Siebert Cisneros Shank & Co., LLC), a full-service investment banking and financial services company that managed or co-managed over $2 trillion in municipal bond, corporate bond and equity transactions. Prior to her financial services career, Shank was a structural engineer for General Dynamics. She currently serves on the boards of Rocket Companies, Inc. and White Mountains Insurance Group, Ltd. Shank previously served on the board of American Virtual Cloud Technologies, Inc. | | | Skills and Qualifications: | | | Shank brings over 30 years of experience in the financial services industry, including extensive experience developing strategies for new business growth nationally and managing financial, operational and regulatory matters. She currently serves as the Chair of the Skillman Foundation and as a Director of the Detroit Regional Chamber and Global Citizen. Shank also serves as the Vice-Chair of the Spelman College Board of Trustees and on the Wharton Graduate Advisory Board and the Kresge Foundation Board of Trustees. She is also a member of the International Women’s Forum. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Strategic Planning and Governance •DE&I •Human Resources and Executive Compensation |

  21. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 17 |

  22. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Myrna M. Soto | Experience: | | AGE: 55 DIRECTOR SINCE: January 2015 GENDER: Female PRONOUNS: She/Her/Hers RACE: Hispanic, Latinx or Spanish Origin | Myrna M. Soto is the CEO of Apogee Executive Advisors, which she founded in 2021. Apogee Executive Advisors is a boutique advisory firm focused on providing strategic consulting and advisory services in the areas of Technology Risk, CyberSecurity, Technology Integrations, Venture Capital & Private Equity Investments and Enterprise Risk Management. From March 2020 through May 2021, she served as the chief strategy and trust officer of Forcepoint (a cybersecurity technology provider). At Forcepoint she provided leadership in Forcepoint’s growth and strategy. Prior to joining Forcepoint, she served from March 2019 through May 2020 as the chief operating officer of Digital Hands (a Managed CyberSecurity Services Provider). Since March 2019, she has been a venture advisor for ForgePoint Capital (formerly known as Trident Capital Cybersecurity) (“ForgePoint”), a venture capital firm investing exclusively in early-stage cybersecurity companies and has served as a partner at ForgePoint since April 2018. From August 2015 through April 2018, she served as the senior vice president and global chief information security officer of Comcast Corporation (“Comcast”), which operates as a worldwide media and technology company. Soto served from 2009 to August 2015 as senior vice president and chief infrastructure and information security officer at Comcast. Soto was responsible for the alignment and development of cyber and data security strategies and policies. Soto currently serves on the board of Spirit Airlines, Inc., Popular, Inc. and TriNet Group, Inc. | | | Skills and Qualifications: | | | Soto brings 30 years of focused information technology and security experience from a variety of industries, including financial services, hospitality, insurance and risk management and gaming and entertainment. She previously served as Vice Chairman and executive committee board member of the Hispanic IT Executive Council and as a member of the Board of Trustees of Cabrini College. Soto serves on a number of privately held organizations most of which are Technology and Cybersecurity focused. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation •Lean |

  23. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 18 |

  24. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | John G. Sznewajs | Experience: | | AGE: 56 DIRECTOR SINCE: July 2015 GENDER: Male PRONOUNS: He/Him/His RACE: White | John G. Sznewajs is a Partner at Shore Capital ("Shore"), a Chicago-based private equity fund. He is a Partner in the Industrials Platform at Shore where he oversees the strategy and investments in industrial services and manufacturing companies. He served from 2007 until May 2023 as the vice president and chief financial officer of Masco Corporation ("Masco"), which operates as a global leader in design, manufacture and distribution of branded building products. Sznewajs was responsible for strategic and operational financial functions and also had oversight of information technology. Sznewajs also served as the treasurer of Masco from 2005 until 2016. | | | Skills and Qualifications: | | | In addition to his financial expertise, Sznewajs has 25 years of experience in business and corporate development. His extensive background and knowledge in financial matters, which he has gained over his career, along with in-depth experience in enterprise-wide strategy, qualify him to serve on the Board. He serves as Director and treasurer of the Detroit Zoological Society and on the board of Teach for America - Detroit. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •DE&I •Human Resources and Executive Compensation •Supply Chain •Lean |

  25. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 19 |

  26. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Ronald J. Tanski | Experience: | | AGE: 71 DIRECTOR SINCE: November 2019 GENDER: Male PRONOUNS: He/Him/His RACE: White | Ronald J. Tanski served as president and chief executive officer of National Fuel Gas Company (“National Fuel”), a diversified energy company from March 2013 through his retirement on July 1, 2019. Tanski joined National Fuel as an attorney in 1979 and served in positions of increasing responsibility during his career. Tanski continues to serve as a Director of National Fuel. | | | Skills and Qualifications: | | | Tanski brings more than 40 years’ experience in both the regulated and non-regulated gas business. Having begun his career as an attorney with National Fuel, the Board benefits from his legal knowledge and experience. Tanski was a member of the American Gas Association and the Interstate Natural Gas Association of America (“INGAA”), having served as INGAA’s chair. He previously served on the board of managers of the Buffalo Museum of Science. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Information Technology/Safety and Security •Utility Experience •Strategic Planning and Governance •Sustainability and Environmental •Human Resources and Executive Compensation |

  27. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 20 |

  28. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | Laura H. Wright | Experience: | | AGE: 64 DIRECTOR SINCE: February 2013 GENDER: Female PRONOUNS: She/Her/Hers RACE: White | Laura H. Wright retired from Southwest Airlines Co. (“Southwest”) in 2012 as senior vice president of finance and chief financial officer, positions she had held since July 2004. During her 25-year career with Southwest, she held various positions, including vice president of finance and treasurer, treasurer, assistant treasurer and other financial roles. Southwest is based in Dallas, Texas, and is engaged in the operation of passenger airlines that provide scheduled air transportation in the United States. Until 2020, she consulted under GSB Advisory LLC, which she founded in 2012, to provide interim executive and financial management to growth and non-profit companies. Wright currently serves as a board member of TE Connectivity Ltd., Spirit AeroSystems Holdings, Inc. and Joby Aviation, Inc. Until 2019, she served as a trustee of Pebblebrook Hotel Trust. | | | Skills and Qualifications: | | | As an active certified public accountant in the state of Texas, the Board benefits from Wright’s extensive technical expertise and experience in financial accounting and reporting, corporate finance and risk management. She has extensive experience working in a consumer-oriented business environment. Prior to Southwest, Wright was a manager with Arthur Young & Co. in Dallas. | | | Core Competencies: | | | •Senior Leadership •Finance, Accounting or Financial Reporting •Regulatory Environment/Governmental Affairs •Risk Management •Customer Experience •Information Technology/Safety and Security •Strategic Planning and Governance •Sustainability and Environmental •Human Resources and Executive Compensation |

  29. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | The CMS and Consumers Boards recommend a vote for the election of each Director nominee named above. |

  30. ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

    | CMS ENERGY 2024 PROXY STATEMENT | 21 |

  31. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  32. Governance Guidelines and Materials

    Governance Guidelines and Materials The Board and management continually review and monitor governance trends and best practices. The Board has adopted Amended and Restated Corporate Governance Principles (“Principles”) that reflect corporate and Board practices as well as relevant Securities and Exchange Commission (“SEC”) rules and the New York Stock Exchange (“NYSE”) listing standards. The Governance Committee is responsible for overseeing and reviewing our Principles at least annually and recommending any proposed changes to the Board for approval. The Principles are intended to serve as a flexible framework within which the Board and its Committees operate. Except for the Executive Committee, the Board has adopted charters for each of the standing Committees that detail their purposes, duties and authority, composition, meetings and resources as well as other aspects of Committee activities (“Charters”), which are further described under Board and Committee Information below. Each Committee reviews its Charter annually and recommends changes to the Governance Committee for review and recommendation to the Board for approval. The current version of our Principles, Amended and Restated Articles of Incorporation, Amended and Restated Bylaws (“Bylaws”), Charters, Employee and Director Codes of Conduct (“Codes”) and other corporate governance materials are available at cmsenergy.com/corporate-governance/our-view-on-governance/default.aspx.

  33. Board of Directors

    Board of Directors The Board provides direction and oversight with respect to our overall performance, strategic direction and significant corporate policies. The Board oversees major initiatives, advises on key financial and business objectives and monitors progress with respect to these matters. Directors are kept informed of our business by management via discussions, presentations and reports on a regular basis, including operating and financial reports made at Board and Committee meetings. The Board has full and direct access to all members of management and may hire consultants and advisors as it deems necessary.

  34. 2023 DIRECTORS’ COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) (2) | Other Compensation (3) | Total | | (a) | ($) (b) | ($) (c) | ($) (d) | ($) (e) | | Jon E. Barfield | 115,000 | 160,000 | | 275,000 | | Deborah H. Butler | 120,000 | 160,000 | — | 280,000 | | Kurt L. Darrow | 135,000 | 160,000 | — | 295,000 | | William D. Harvey | 145,000 | 160,000 | — | 305,000 | | Ralph Izzo | 80,000 | 160,000 | — | 240,000 | | John G. Russell | 290,000 | 160,000 | 1,000 | 451,000 | | Suzanne F. Shank | 120,000 | 160,000 | — | 280,000 | | Myrna M. Soto | 135,000 | 160,000 | — | 295,000 | | John G. Sznewajs | 135,000 | 160,000 | — | 295,000 | | Ronald J. Tanski | 115,000 | 160,000 | — | 275,000 | | Laura H. Wright | 135,000 | 160,000 | — | 295,000 |

  35. Best Practices

    We have … •a majority of pay in variable elements; •a majority of variable pay in LTI awards; •a majority of LTI delivered in performance-based restricted stock; •all LTI denominated and settled in equity; •LTI payouts capped at target if absolute performance is not positive; •a balance of metrics used in annual incentives and LTI; •stock ownership guidelines for NEOs, which exclude unvested performance-based restricted stock awards when determining compliance; •change-in-control agreements that require a double-trigger for the accelerated vesting of equity awards; •a policy that prohibits hedging and pledging of the Corporation’s securities by officers; •annual reviews of risk within our incentive programs; •annual reviews of our compensation and performance peer groups; and •regular briefings from the Compensation Committee’s independent compensation consultant regarding key trends and legislative and regulatory updates. We do not have … •excessive perquisites - no planes, cars, clubs or financial planning, with an annual physical examination being the principal perquisite provided to our executives in 2023; •dividends paid on unvested performance-based restricted stock awards - in lieu of dividends, recipients receive additional shares of restricted stock that are contingent on the same performance measures and forfeiture conditions applicable to the underlying restricted stock; •employment agreements - our executive agreements are limited to separation and change-in-control agreements, with base salary and annual incentive separation amounts not exceeding three times the NEO’s base salary and annual incentive amount, with an average of two times; and •tax gross-ups - none of our separation or change-in-control agreements contain tax gross-ups.

  36. Enable Us to Compete for and Secure Top Executive Talent

    Enable Us to Compete for and Secure Top Executive Talent Shareholders and customers are best served when we can attract, retain and motivate talented executives. We create a compensation package for NEOs that delivers total compensation generally targeted to approximate the 50th percentile of the market. The Compensation Peer Group consists of energy companies deemed comparable in business focus and size to CMS with which we might compete for executive talent. The Compensation Committee also reviews size-adjusted public utility sector and general industry data, where comparable positions are identifiable. Annually, the Compensation Committee engages a consultant to provide advice and information regarding compensation practices of the Compensation Peer Group as well as additional information from published surveys of compensation in the public utility sector and general industry. During the Compensation Committee’s review of the CEO’s and other officers’ compensation levels, the Compensation Committee considered the advice and information received from Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent compensation consultant; however, the Compensation Committee was ultimately responsible for determining the form and amount of executive compensation. During the time that Pay Governance has been engaged as the compensation consultant, Pay Governance has not performed any services on behalf of management or otherwise been considered to have a conflict of interest regarding CMS or Consumers. The Compensation Committee must direct and approve any work Pay Governance may undertake on behalf of management.

  37. Competitive Data

    Competitive Data The Compensation Peer Group data, where available by position, serves as the primary reference point for pay comparisons of utility-specific roles. Broader survey data and published proxy data are also provided by the compensation consultant as a point of reference for utility specific roles and comparisons of general industry roles (primarily for staff positions). Where available by position, Pay Governance also gathers compensation data from Willis Towers Watson’s Energy Services Executive Database (which includes approximately 50 investor-owned utilities) and Willis Towers Watson’s General Industry Executive Database (which includes more than 500 participating companies), which it size-adjusts based on CMS’ revenues to provide additional market context to the Compensation Peer Group. In selecting members of the Compensation Peer Group, financial and operational characteristics are considered by the Compensation Committee. The criteria for selection of the Compensation Peer Group for 2023 included comparable revenue (with 2022 revenues ranging from approximately .39x to 2.04x CMS), relevant industry characteristics, business mix (revenue mix between regulated and non-regulated operations) and availability of compensation and financial performance data. The 2023 Compensation Peer Group is composed of the companies set forth below. The 2023 Compensation Peer Group is unchanged from the Compensation Peer Group used to evaluate 2022 compensation decisions.

  38. Competitive Data

    | Alliant Energy Corporation | Edison International | Pinnacle West Capital Corporation | | Ameren Corporation | Entergy Corporation | PPL Corporation | | Atmos Energy Corporation | Eversource Energy | Public Service Enterprise Group Incorporated | | CenterPoint Energy, Inc. | Hawaiian Electric Industries, Inc. | Sempra Energy | | Consolidated Edison, Inc. | NiSource Inc. | WEC Energy Group, Inc. | | DTE Energy Company | OGE Energy Corp. | Xcel Energy Inc. |

  39. Competitive Data

    The Compensation Committee recognizes that there is a difference between the companies against which we compete for executive talent (“Compensation Peer Group”) and the companies against which we compete for capital (“Performance Peer Group”) and, therefore, uses different peer groups for these two different purposes. For this reason, the Compensation Committee approved the use of the Compensation Peer Group shown above for evaluating 2023 NEO compensation decisions and a larger peer group, the Performance Peer Group shown below, for measuring relative TSR performance and EPS growth. The Compensation Committee’s rationale for using two peer groups is to provide appropriate comparative companies relative to the different attributes being evaluated for compensation and relative performance purposes. In addition, the larger Performance Peer Group considered by the Compensation Committee was intended to provide for better gradation of resulting performance position than the Compensation Peer Group could have, given its size. For awards made in 2023, the Performance Peer Group was composed of the publicly traded utilities included in the S&P 500 and S&P Midcap 400 indexes. If a Performance Peer Group company is no longer trading as of the LTI vesting date, it is excluded from the LTI performance calculation. As of the 2023 LTI grant dates, the Performance Peer Group consisted of the following companies:

  40. Competitive Data

    | CMS ENERGY 2024 PROXY STATEMENT | 45 |

  41. Competitive Data

    | ALLETE, Inc. | Essential Utilities, Inc. | Ormat Technologies, Inc. | | Alliant Energy Corporation | Evergy, Inc. | PG&E Corporation | | Ameren Corporation | Eversource Energy | Pinnacle West Capital Corporation | | American Electric Power Company, Inc. | Exelon Corporation | PNM Resources, Inc. | | American Water Works Company, Inc. | FirstEnergy Corp. | Portland General Electric | | Atmos Energy Corporation | Hawaiian Electric Industries, Inc. | PPL Corporation | | Black Hills Corporation | IdaCorp, Inc. | Public Service Enterprise Group Incorporated | | CenterPoint Energy, Inc. | National Fuel Gas Company | Sempra Energy | | Consolidated Edison, Inc. | New Jersey Resource Corp. | Southwest Gas Holdings, Inc. | | Constellation Energy Corporation | NextEra Energy, Inc. | The Southern Company | | Dominion Energy, Inc. | NiSource Inc. | The AES Corporation | | DTE Energy Company | Northwestern Corporation | Spire Inc. | | Duke Energy Corporation | NRG Energy, Inc. | UGI Corporation | | Edison International | OGE Energy Corp. | WEC Energy Group, Inc. | | Entergy Corporation | ONE Gas, Inc. | Xcel Energy Inc. |

  42. Cash Compensation

    Cash Compensation Cash compensation is paid in the form of base salary and annual incentive. Our 2023 compensation program for NEOs was designed so that the percentage of target cash compensation for the NEOs is comparable to the median of the Compensation Peer Group. That strategy resulted in cash-based compensation (as a percentage of target total direct compensation) representing approximately 32% for the CEO and 43% to 51% for the other NEOs. The components making up the cash portion of total direct compensation are described in more detail below. BASE SALARY. Base salary is included in the NEO’s annual compensation package because we believe it is appropriate that some portion of NEO compensation be provided in a form that is fixed and liquid. Base salary is also universally offered by the Compensation Peer Group. Each January, the Compensation Committee determines the base salary for each then-serving NEO. In addition, base salaries may be adjusted during the year to reflect changes in job responsibilities or promotions. Changes in base salary year-over-year are dependent on comparison to market data, past performance and expected future contributions of each individual. The annual increases in base salaries for NEOs between 2022 and 2023 were as follows:

  43. Cash Compensation

    (1)Represents annual base salary level, in effect on December 31st of each year. (2)Annual increase is due to an annual merit increase and market adjustment. When making merit increases and market adjustments for 2023, the Compensation Committee considered internal pay equity, tenure, market data from the Compensation Committee’s independent compensation consultant and individual performance. (3)Annual increase is due to an annual merit increase and market adjustment of 7.4% to bring closer to the market median, effective January 1, 2023 for Rochow. (4)Annual increase is due to an annual merit increase and market adjustment of 14.7% to bring closer to the market median, effective January 1, 2023 for Wells Jr. ANNUAL INCENTIVE. We use performance-based cash incentives as an element of compensation because they enable us to provide an incentive to the NEOs to accomplish specific performance priorities for CMS and provide additional cash compensation only if performance goals approved by the Compensation Committee are achieved. Generally, the threshold, target and maximum performance goals are set so that the difficulty in achieving a payout is consistent from year to year. For 2023, the Annual Incentive Plan was based on our success in achieving established earnings per share and utility operating goals described further below. The earnings per share performance goals are set at levels reflecting our budgeted performance and targeted growth and are based on historical and forecasted financial performance and analysis of peer performance goal guidelines. The operational utility measures are set based on the strategic priorities to serve our customers. The target goals for each measure are set to provide a balance between areas where significant improvement is needed and where continuous improvement is required to provide safe, reliable, affordable service while strategically positioning us for sustainable operation. Operational targets are approved annually by the Compensation Committee in November for the following performance year. The Annual Incentive Plan allows the Compensation Committee to exercise discretion to reduce or eliminate payouts and to increase payouts, up to 20%, when deemed warranted by the Compensation Committee. Incentive payout ranges under the Annual Incentive Plan were approved in January 2023 by the Compensation Committee. In determining the payout ranges of incentives, the following factors were considered: •the threshold, target and maximum incentive levels and incentives paid in recent years; •the relative importance, in any given year, of each performance goal established pursuant to the Annual Incentive Plan; and •the advice of the compensation consultant as to compensation practices at other companies in the Compensation Peer Group and within the utility industry. Payments under the Annual Incentive Plan EPS goal can range, on the basis of performance, from 17.5% (threshold) to 200% (maximum) of the target incentive or may not occur if threshold criteria are not satisfied. Payments under the Annual Incentive Utility goal can range, on the basis of performance from 1.25% (threshold) to 175% (maximum). ANNUAL AWARD FORMULA. Annual awards for each eligible officer are based upon a Target Award Percentage of the officer’s base salary for the performance year and are calculated and made as follows: Individual Award = Base Salary X Target Award Percentage X Plan Performance Factor.

  44. Cash Compensation

    (1) Target Award Percentage increased by 5% compared to 2022 to align with the market competitive rate for the position. PLAN PERFORMANCE FACTOR. We refer to Annual Incentive EPS and Annual Incentive Utility performance under the Annual Incentive Plan as the “Plan Performance Factor.” For 2023, Annual Incentive EPS performance constituted 70% of the Plan Performance Factor and Annual Incentive Utility performance constituted the remaining 30% of the Plan Performance Factor. The Compensation Committee believes that the allocation between financial earnings per share and utility operational performance aligns our performance objectives with the Compensation Peer Group and our utility-focused strategy. The Annual Incentive EPS and Annual Incentive Utility metrics are deemed by the Compensation Committee to be key measures of CMS’ financial and operational success and are used to measure and assess performance. Under the Annual Incentive Plan, Annual Incentive EPS (CMS Adjusted (non-GAAP) EPS) is determined in accordance with GAAP, adjusted to exclude the following, if applicable: •gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS; •changes in accounting principles resulting from new or revised accounting standards not included in the budget; •large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS; •3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS); •legal and settlement costs or gains related to previously sold assets; •regulatory recovery for prior year changes; •changes in legacy tax reform; •changes in federal tax policy; and •unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy's interest expense. These adjustments relate to unusual events affecting CMS or its financial statements and were not deemed reflective of our day-to-day operational results.

  45. Plan Performance Results

    | | Payout Range | Target | Actual (GAAP) Results | Annual Incentive Results | Payout Achievement (%) | | Annual Incentive EPS | $2.95 -$3.25 | $3.06 | $3.01 | $3.11 | 140% |

  46. Plan Performance Results

    2023 Annual Incentive EPS was $3.11 which is above the target of $3.06, resulting in achievement of a 140% payout for this metric. See appendix for reconciliation of GAAP earnings to Annual Incentive EPS results. The following table sets forth the performance metrics under the Annual Incentive Utility component of the 2023 Annual Incentive Plan

  47. Plan Performance Results

    | TYPE | | 2023 Measure | Goal Weighting | Award Payout | | EMPLOYEE INCENTIVE COMPENSATION PLAN (EICP) GOALS | PEOPLE | Employee Safety a)Recordable Incidents Rate b)High-Risk Injuries (1) AND Zero Fatalities | a)1.5% b)3.5% | a) 61% b)175% | | | | Culture Index a)Employee Empowerment Index, AND b)Employee Engagement Index, AND c)Diversity Equity & Inclusion Index | 5% | 0% | | | | Customer Experience Index (CXi) (Survey measuring customer experience - Forrester) | 5% | 0% | | | | Electric Reliability SAIDI (System Average Interruption Duration Index) | 5% | 85% | | | | Waste Elimination (Operating & maintenance savings through waste elimination) | 5% | 175% | | | PLANET | Methane Emission Reduction (Reduce fugitive methane emissions associated with gas distribution) | 5% | 164% | | | | | | TOTAL 94% |

  48. Plan Performance Results

    (1) High-Risk injuries are recordable or non-recordable injury caused by a release of high energy. Annual Incentive Utility results are shown in the chart above, resulting in achievement of a 94% payout for this metric. Total payout for the 2023 Annual Incentive Plan, which the Committee determined did not warrant adjustment, was:

  49. Plan Performance Results

    | | Payout Achievement (%) | | Annual Incentive EPS | 98% (140% achievement X 70% weighting) | | Annual Incentive Utility | 28% (94% achievement X 30% weighting) | | Total Payout | 126% |

  50. Equity Compensation

    Equity Compensation We have generally followed a practice of granting all equity awards to our officers on a single date each year. We do not have any program, plan or practice to time annual equity awards to our executives in coordination with the release of material non-public information. In 2023, annual equity awards were made to the NEOs in January and are planned to be made in January on an on-going basis. This enables the Compensation Committee to review total compensation holistically at one time and adjust the levels of various compensation elements and compensation mix deemed as necessary for each individual.

  51. Equity Compensation

    | CMS ENERGY 2024 PROXY STATEMENT | 49 |

  52. Equity Compensation

    STOCK PLAN. As previously indicated, we provide a substantial portion of NEO compensation in the form of equity awards because we believe that such awards serve to align the interests of NEOs with our shareholders and customers. Equity awards to the NEOs are made pursuant to our Stock Plan. The Stock Plan permits awards in the form of stock options, incentive options, stock appreciation rights, restricted stock, restricted stock units, phantom shares and performance units. The minimum vesting period under the Stock Plan is 36 months for restricted stock, stock options and stock appreciation rights, subject to earlier vesting for a qualifying termination of employment. No dividends are paid on unvested performance-based stock awards. In lieu of dividends, recipients receive additional shares of restricted stock that vest based on the same performance measures and vesting conditions applicable to the underlying restricted stock. AWARD OF PERFORMANCE-BASED RESTRICTED STOCK. At the present time, we believe that performance-based restricted stock (also known as performance shares) is an effective form of equity compensation because of the alignment it is intended to create with shareholders. After the vesting, there is no holding period requirement as long as specific stock ownership guidelines have been met by the NEO; see Corporate Governance as it Relates to Executive Compensation, Stock Ownership Guidelines, below. The Stock Plan also contains a clawback provision; see Corporate Governance as it Relates to Executive Compensation, Clawback Provisions, below. Three-quarters of the restricted stock awards are performance-based and one-quarter is tenure-based in order to link a significant portion of each NEO’s compensation to the long-term performance of the Corporation. The performance criteria for the performance-based restricted stock awards are a comparison of relative TSR performance and EPS growth to the same criteria of the Performance Peer Group, each weighted equally, utilizing the following relative pay to performance schedule:

  53. Equity Compensation

    | Achievement Level | Peer Group | Award Level | | Minimum | 30th Percentile | 50% | | Target | Median | 100% | | 70th Percentile | 70th Percentile | 150% | | Maximum | 90th Percentile | 200% |

  54. Equity Compensation

    The 20-day stock price averages preceding and including the award date and preceding and including the three-year anniversary of the award date are used to determine the relative TSR performance. The EPS growth is determined over the three-year performance period beginning with the start of the fiscal year of the grant and ending at the close of the third fiscal year. The 2023 tenure-based awards vest if the NEO remains employed by the Corporation on the three-year anniversary of the date of the award, subject to prorated vesting upon an earlier retirement or termination due to disability. Shares are sold at the time of vesting to cover tax withholdings. PLAN PERFORMANCE FACTOR. Under the LTI, CMS Adjusted (non-GAAP) Earnings Per Share (“LTI EPS”) is determined in accordance with GAAP, adjusted to exclude the following, if applicable: •gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS; •changes in accounting principles resulting from new or revised accounting standards not included in the budget; •large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS; •3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS); •legal and settlement costs or gains related to previously sold assets; •regulatory recovery for prior year changes; •changes in legacy tax reform;

  55. Equity Compensation

    | CMS ENERGY 2024 PROXY STATEMENT | 50 |

  56. Equity Compensation

    •changes in federal tax policy; and •unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy Company's interest expense. CAP ON PAYOUT. If absolute TSR performance or LTI EPS growth is negative for the three-year performance period, the total payout for the three-year performance period cannot exceed 100% of the target award based on relative TSR performance or LTI EPS growth as compared to the Performance Peer Group. RELATIVE TO PERFORMANCE RESULTS. In 2023, the performance-based restricted stock awards granted in 2020 completed the three-year performance period (January 2020 to December 2022) and service requirements. The 2020 performance-based restricted stock awards vested based upon our relative TSR and LTI EPS growth performance. Our TSR for the three-year performance period was 9% while the median TSR for our Performance Peer Group was 11%, placing CMS, by comparison, at the 47th percentile. Our LTI EPS growth for the three-year performance period was 24% while the median EPS growth for our Performance Peer Group was 12%, placing CMS, by comparison, at the 78th percentile. This resulted in performance-based restricted stock awards vesting at 91.4% for TSR and 169.6% for LTI EPS growth. In 2024, the performance-based restricted stock awards granted in 2021 completed the three-year performance period (January 2021 to December 2023) and service requirements. The 2021 performance-based restricted stock awards vested based upon our relative TSR and EPS growth performance. Our TSR for the three-year performance period was 7% while the median TSR for our Performance Peer Group was 12%, placing CMS, by comparison, in the 38th percentile, resulting in a vesting level of 71.1% of target. Our EPS growth for the three-year performance period was 26%. Our EPS growth for the three-year performance period (January 1, 2021 to December 31, 2023) relative to the Performance Peer Group is not expected to be known until after March 22, 2024. In determining the amount of equity compensation that is provided to each NEO in a given year, we consider factors such as retention and incentive practices, the relative percentages of cash and equity paid by the Compensation Peer Group and other market data. Based on these factors, the CEO recommends to the Compensation Committee restricted stock awards for the NEOs, other than the CEO. The Compensation Committee reviews and approves or modifies the equity grants to the other NEOs. CEO restricted stock awards are determined by the Compensation Committee based principally on overall CEO performance and Compensation Peer Group data. Adjustments in 2023 equity target awards as compared to 2022 were intended to better align equity awards with the market. OPTION GRANTING PRACTICES. There have been no stock option grants since August 2003 and there are no outstanding options. The Compensation Committee periodically considers the use of stock options as part of the current compensation package for officers but has determined not to include stock options for LTI at this time. If a stock option were to be granted, the Stock Plan prohibits: •re-pricing of stock options by reducing the exercise price; •buy-backs; and •cancellation of previously granted stock options and subsequent re-grant at a lower exercise price than the canceled stock option.

  57. Post-Termination Compensation

    Post-Termination Compensation SEVERANCE AND CHANGE-IN-CONTROL BENEFITS. All active NEOs are eligible to receive severance payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance as well as change-in-control benefits upon a qualifying event or circumstance after there has been a change-in-control of CMS. For additional information regarding severance and change-in-control benefits, including a definition of key terms and a quantification of benefits that would have been received by the NEOs had a qualifying termination or change-in-control occurred on December 31, 2023, see Potential Payments upon Termination or Change-in-Control, below. We believe that these severance and change-in-control arrangements are an important part of our executive compensation program and will help to secure the continued employment and dedication of the NEOs, notwithstanding any concern they may have regarding their own continued employment, prior to or following a change-in-control. These agreements are useful for recruitment and retention as nearly all members of the Compensation Peer Group have comparable terms and conditions in place for their senior employees.

  58. Deferred Compensation Plans

    Deferred Compensation Plans We have two deferred compensation plans that allow certain employees, including the NEOs, to defer receipt of base salary and/or incentive payments: Deferred Salary Savings Plan (“DSSP”) and the Annual Incentive Plan. The Annual Incentive Plan allows for deferral of up to 100% of the annual incentive award. CMS does not match incentive amounts that are deferred pursuant to the Annual Incentive Plan. Participants have only an unsecured contractual commitment from us to pay the amounts due under both the DSSP and the Annual Incentive Plan. For additional information regarding the DSSP, see DSSP, under Narrative to 2023 Nonqualified Deferred Compensation Table, below. We offer these plans to be competitive with market practice and to permit highly taxed employees to defer the obligation, at their discretion, to pay taxes on certain elements of compensation that they are entitled to receive. The provisions of the DSSP and the Annual Incentive Plan permit them to do this while also receiving investment returns on deferred amounts. We believe these benefits are useful as retention and recruitment tools as many of the Compensation Peer Group companies provide similar plans to their senior employees.

  59. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains compensation information for the NEOs of CMS and Consumers for 2023 and, to the extent required by SEC executive compensation disclosure rules, 2022 and 2021.

  60. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  61. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | (a) | (b) | ($) (c) | ($) (e) | ($) (f) | ($) (g) | ($) (h) | ($) (i) | | Garrick J. Rochow President and CEO, CMS and Consumers | 2023 | 1,235,000 | 6,033,036 | 1,945,125 | 198 | 423,851 | 9,637,210 | | | 2022 | 1,150,000 | 5,265,456 | 1,987,200 | 107 | 303,431 | 8,706,194 | | | 2021 | 1,050,000 | 4,601,980 | 953,925 | 78 | 265,085 | 6,871,068 | | Rejji P. Hayes (6) Executive Vice President and CFO, CMS and Consumers | 2023 | 790,000 | 1,936,135 | 796,320 | — | 233,154 | 3,755,609 | | | 2022 | 768,836 | 1,721,432 | 885,699 | — | 210,712 | 3,586,679 | | | 2021 | 700,000 | 2,231,292 | 442,400 | — | 269,066 | 3,642,758 | | Brandon J. Hofmeister (7) Senior Vice President, CMS and Consumers | 2023 | 535,000 | 877,706 | 438,165 | — | 143,337 | 1,994,208 | | | 2022 | 525,000 | 810,105 | 491,400 | — | 114,174 | 1,940,679 | | | 2021 | — | — | — | — | — | — | | Shaun M. Johnson Senior Vice President, CMS and Consumers | 2023 | 565,000 | 1,006,849 | 533,925 | — | 157,421 | 2,263,195 | | | 2022 | 540,000 | 810,105 | 583,200 | — | 117,805 | 2,051,110 | | | 2021 | 500,000 | 647,402 | 256,750 | — | 122,209 | 1,526,361 | | LeeRoy Wells Jr. (7) Senior Vice President, CMS and Consumers | 2023 | 545,000 | 955,139 | 480,690 | — | 132,003 | 2,112,832 | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — |

  62. 2023 SUMMARY COMPENSATION TABLE

    (1)The amounts reported in this column include amounts deferred by the NEOs. (2)The amounts represent the aggregate grant date fair value of the awards, which, with respect to those awards with a performance component, is based upon the probable outcome of the performance conditions, determined pursuant to ASC 718 and take into account the expected CMS common stock dividend yield associated with the 2021, 2022 and 2023 awards. See Note 11, Stock-based Compensation, to the Consolidated Financial Statements included in CMS’ and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the relevant assumptions used in calculating the aggregate grant date fair value pursuant to ASC 718. The TSR vesting condition related to the performance-based restricted stock awards is considered a market condition and not a performance condition under ASC 718. Accordingly, there is no grant date fair value below or in excess of the amounts reflected in the table above that could be calculated and disclosed based on achievement of market conditions. The EPS growth vesting condition is a performance condition under ASC 718. The 2023 grant date fair value for the EPS growth performance-based restricted stock, based on the probable achievement of the performance goals at the time of grant, was $2,190,957 for Rochow, $703,137 for Hayes, $318,756 for Hofmeister, $365,649 for Johnson and $346,854 for Wells Jr. The grant date fair value for the EPS growth performance-based restricted stock, assuming the maximum achievement of the performance goals, would have been $4,381,914 for Rochow, $1,406,274 for Hayes, $637,512 for Hofmeister, $731,297 for Johnson and $693,708 for Wells Jr. (3)The amounts reported in this column for 2023 consist of cash incentive awards earned in 2023 under our Annual Incentive Plan. (4)This column does not reflect compensation paid to the NEO but instead represents the aggregate annual increase, as of December 31, 2021, December 31, 2022 and December 31, 2023, in actuarial values of each of the participating NEO’s benefits under the Cash Balance Plan. The actuarial values are calculated pursuant to Financial Accounting Standards Board Accounting Codification Topic 715, Compensation — Retirement Benefits (ASC 715), and take into account discount rates and implementation of the current 2021 mortality table. See Note 10, Retirement Benefits, to the Consolidated Financial Statements included in CMS’ and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the relevant assumptions used in determining these amounts. Rochow was covered by the Cash Balance Plan.

  63. 2023 SUMMARY COMPENSATION TABLE

    | CMS ENERGY 2024 PROXY STATEMENT | 56 |

  64. 2023 SUMMARY COMPENSATION TABLE

    (5)Detail supporting all other compensation for 2023 is reflected in the 2023 All Other Compensation Table, below. (6)2022 Base salary is pro-rated due to a market adjustment effective February 15, 2022 for the additional responsibility for the Operations Support function. (7)Wells Jr. was not a NEO prior to 2023 and Hofmeister was not a NEO prior to 2022.

  65. 2023 ALL OTHER COMPENSATION TABLE

    | | Registrant Contributions to Employees’ Savings Plan and DCCP | Registrant Contributions to Nonqualified Deferred CompensationPlans (1) | Life InsurancePremium | ExecutivePhysical (2) | Total | | Name | ($) | ($) | ($) | ($) | ($) | | Garrick J. Rochow | 40,711(3) | 377,900(4) | 1,440 | 3,800 | 423,851 | | Rejji P. Hayes | 36,637(5) | 191,277(6) | 1,440 | 3,800 | 233,154 | | Brandon J. Hofmeister | 39,600(7) | 98,781(8) | 1,156 | 3,800 | 143,337 | | Shaun M. Johnson | 39,575(9) | 112,825(10) | 1,221 | 3,800 | 157,421 | | LeeRoy Wells Jr. | 40,812(11) | 86,213(12) | 1,178 | 3,800 | 132,003 |

  66. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table summarizes non-equity and equity awards made to the NEOs during 2023.

  67. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE

  68. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock (3) (#) (i) | Grant Date Fair Value of Stock Awards (4) ($) (j) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Garrick J. Rochow | 1/26/2023 | — | — | — | 35,089 | 70,178 | 140,356 | — | 4,572,377 | | | 1/26/2023 | — | — | — | — | — | — | 23,393 | 1,460,659 | | | — | 19,297 | 1,543,750 | 2,979,438 | — | — | — | — | — | | Rejji P. Hayes | 1/26/2023 | — | — | — | 11,261 | 22,522 | 45,044 | — | 1,467,398 | | | 1/26/2023 | — | — | — | — | — | — | 7,507 | 468,737 | | | — | 7,900 | 632,000 | 1,219,760 | — | — | — | — | — | | Brandon J. Hofmeister | 1/26/2023 | — | — | — | 5,105 | 10,210 | 20,420 | — | 665,222 | | | 1/26/2023 | — | — | — | — | — | — | 3,403 | 212,483 | | | — | 4,347 | 347,750 | 671,158 | — | — | — | — | — | | Shaun M. Johnson | 1/26/2023 | — | — | — | 5,856 | 11,712 | 23,424 | — | 763,084 | | | 1/26/2023 | — | — | — | — | — | — | 3,904 | 243,766 | | | — | 5,297 | 423,750 | 817,838 | — | — | — | — | — | | LeeRoy Wells Jr. | 1/26/2023 | — | — | — | 5,555 | 11,110 | 22,220 | — | 723,861 | | | 1/26/2023 | — | — | — | — | — | — | 3,704 | 231,278 | | | — | 4,769 | 381,500 | 736,295 | — | — | — | — | — |

  69. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)These amounts consist of cash awards under our Annual Incentive Plan. For each NEO, the payment was 126% of target and is reported as Non-Equity Incentive Plan Compensation in the 2023 Summary Compensation Table. These cash awards were granted and earned in 2023, with the payouts approved by the Compensation Committee in late January 2024 and the awards paid in March 2024. (2)These awards consist of the performance-based restricted stock awarded under our Stock Plan. Seventy-five percent (75%) of the 2023 annual restricted stock awards were performance-based and vest 100% three years after the original award date, contingent on a comparison of TSR performance and EPS growth to the Performance Peer Group during the January 1, 2023 to December 31, 2025 performance period. (3)These awards consist of the remaining 25% of the 2023 annual restricted stock awards awarded under our Stock Plan that vest based upon tenure only on the three-year anniversary of the award date.

  70. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | CMS ENERGY 2024 PROXY STATEMENT | 59 |

  71. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (4)The amounts in column (j) are based upon the aggregate grant date fair value of the awards reported in columns (g) and (i) as determined pursuant to ASC 718, based upon probable outcome of the performance-based vesting conditions. See Note 11, Stock-based Compensation, to the Consolidated Financial Statements included in CMS’ and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the relevant assumptions used in calculating these amounts pursuant to ASC 718. The following tables provide information regarding unvested restricted stock awards for each of the NEOs on December 31, 2023.

  72. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 TABLES

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 TABLES

  73. Outstanding Equity Awards – Garrick J. Rochow

    Outstanding Equity Awards – Garrick J. Rochow

  74. Outstanding Equity Awards – Garrick J. Rochow

    | | Option Awards | | | | Stock Awards | | | | | Grant Date and Vest Date | Number of Securities Underlying UnexercisedOptions – Exercisable | Number of Securities Underlying Unexercised Options – Unexercisable | Option Exercise Price | Option ExpirationDate | Number of Shares or Units of Stock That Have Not Vested (3) | Market Value of Shares or Units of Stock That Have Not Vested (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) (5) (6) | | (a) | (#) (b) | (#) (c) | ($) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | 1/20/2021-1/20/2024 | — | — | — | — | 19,676 | 1,142,585 | — | — | | 1/20/2021-1/20/2024 (1) | — | — | — | — | 22,972 | 1,333,984 | — | — | | 1/20/2021-3/22/2024 (2) | — | — | — | — | 64,618 | 3,752,367 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | 20,573 | 1,194,674 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | — | — | 32,826 | 1,906,206 | | 1/27/2022-3/21/2025 | — | — | — | — | — | — | 65,652 | 3,812,412 | | 1/26/2023-1/26/2026 | — | — | — | — | 23,393 | 1,358,432 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 36,294 | 2,107,593 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 72,588 | 4,215,185 |

  75. Outstanding Equity Awards – Garrick J. Rochow

    | CMS ENERGY 2024 PROXY STATEMENT | 60 |

  76. Outstanding Equity Awards – Rejji P. Hayes

    Outstanding Equity Awards – Rejji P. Hayes

  77. Outstanding Equity Awards – Rejji P. Hayes

    | | Option Awards | | | | Stock Awards | | | | | Grant Date and Vest Date | Number of Securities Underlying Unexercised Options –Exercisable | Number of Securities Underlying Unexercised Options –Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) | Market Value of Shares or Units of Stock That Have Not Vested (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) (5) (6) | | (a) | (#) (b) | (#) (c) | ($) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | 1/20/2021-1/20/2024 | — | — | — | — | 9,540 | 553,988 | — | — | | 1/20/2021-1/20/2024 (1) | — | — | — | — | 11,137 | 646,726 | — | — | | 1/20/2021-3/22/2024 (2) | — | — | — | — | 31,328 | 1,819,217 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | 6,726 | 390,579 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | — | — | 10,732 | 623,207 | | 1/27/2022-3/21/2025 | — | — | — | — | — | — | 21,464 | 1,246,414 | | 1/26/2023-1/26/2026 | — | — | — | — | 7,507 | 435,931 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 11,647 | 676,341 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 23,294 | 1,352,683 |

  78. Outstanding Equity Awards – Brandon J. Hofmeister

    Outstanding Equity Awards – Brandon J. Hofmeister

  79. Outstanding Equity Awards – Brandon J. Hofmeister

    | | Option Awards | | | | Stock Awards | | | | | Grant Date and Vest Date | Number of Securities Underlying Unexercised Options – Exercisable | Number of Securities Underlying Unexercised Options – Unexercisable | Option Exercise Price | Option ExpirationDate | Number of Shares or Units of Stock That Have Not Vested (3) | Market Value of Shares or Units of Stock That Have Not Vested (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) (5) (6) | | (a) | (#) (b) | (#) (c) | ($) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | 1/20/2021-1/20/2024 | — | — | — | — | 2,768 | 160,738 | — | — | | 1/20/2021-1/20/2024 (1) | — | — | — | — | 3,232 | 187,682 | — | — | | 1/20/2021-3/22/2024 (2) | — | — | — | — | 9,092 | 527,972 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | 3,165 | 183,792 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | — | — | 5,051 | 293,312 | | 1/27/2022-3/21/2025 | — | — | — | — | — | — | 10,102 | 586,623 | | 1/26/2023-1/26/2026 | — | — | — | — | 3,403 | 197,612 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 5,281 | 306,668 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 10,562 | 613,335 |

  80. Outstanding Equity Awards – Brandon J. Hofmeister

    | CMS ENERGY 2024 PROXY STATEMENT | 61 |

  81. Outstanding Equity Awards – Shaun M. Johnson

    Outstanding Equity Awards – Shaun M. Johnson

  82. Outstanding Equity Awards – Shaun M. Johnson

    | | Option Awards | | | | Stock Awards | | | | | Grant Date and Vest Date | Number of Securities Underlying UnexercisedOptions – Exercisable | Number of Securities Underlying Unexercised Options – Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) | Market Value of Shares or Units of Stock That Have Not Vested (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) (5) (6) | | (a) | (#) (b) | (#) (c) | ($) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | 1/20/2021-1/20/2024 | — | — | — | — | 2,768 | 160,738 | — | — | | 1/20/2021-1/20/2024 (1) | — | — | — | — | 3,232 | 187,682 | — | — | | 1/20/2021-3/22/2024 (2) | — | — | — | — | 9,092 | 527,972 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | 3,165 | 183,792 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | — | — | 5,051 | 293,312 | | 1/27/2022-3/21/2025 | — | — | — | — | — | — | 10,102 | 586,623 | | 1/26/2023-1/26/2026 | — | — | — | — | 3,904 | 226,705 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 6,062 | 352,020 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 12,124 | 704,041 |

  83. Outstanding Equity Awards – Shaun M. Johnson

    Outstanding Equity Awards – LeeRoy Wells Jr.

  84. Outstanding Equity Awards – Shaun M. Johnson

    | | Option Awards | | | | Stock Awards | | | | | Grant Date and Vest Date | Number of Securities Underlying Unexercised Options – Exercisable | Number of Securities Underlying Unexercised Options – Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) | Market Value of Shares or Units of Stock That Have Not Vested (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) (5) (6) | | (a) | (#) (b) | (#) (c) | ($) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | 1/20/2021-1/20/2024 | — | — | — | — | 2,130 | 123,689 | — | — | | 1/20/2021-1/20/2024 (1) | — | — | — | — | 2,488 | 144,478 | — | — | | 1/20/2021-3/22/2024 (2) | — | — | — | — | 6,998 | 406,374 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | 2,869 | 166,603 | — | — | | 1/27/2022-1/29/2025 | — | — | — | — | — | — | 4,576 | 265,728 | | 1/27/2022-3/21/2025 | — | — | — | — | — | — | 9,152 | 531,457 | | 1/26/2023-1/26/2026 | — | — | — | — | 3,704 | 215,091 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 5,746 | 333,670 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 11,492 | 667,340 |

  85. Outstanding Equity Awards – Shaun M. Johnson

    | CMS ENERGY 2024 PROXY STATEMENT | 62 |

  86. Outstanding Equity Awards – Shaun M. Johnson

    (1)Included in column (f) are the 2021 performance-based restricted stock awards, which vested based on a comparison of TSR to the Performance Peer Group over January 1, 2021 through December 31, 2023 performance period and recipient’s continued service through January 20, 2024. Because the performance period concluded as of December 31, 2023, these awards are reported in column (f) as they remained subject to post-performance period tenure-based vesting requirements as of December 31, 2023. The number of shares reflects the actual shares earned based on the payout percentage achieved of 71.1%. (2)Included in column (f) are the 2021 performance-based restricted stock awards, which vest based on a comparison of EPS growth to the Performance Peer Group over the January 1, 2021 through December 31, 2023 performance period and the recipient’s continued service through March 22, 2024. Because the performance period concluded as of December 31, 2023, these awards are reported in column (f) as they remained subject to post-performance period tenure-based vesting requirements as of December 31, 2023. The Compensation Committee will not be able to determine performance until after March 22, 2024. For purposes of this table, we have included the awards based on 200% of the target level awarded. (3)Outstanding shares of restricted stock (based upon the combination of tenure-based awards (column (f)) are reflected at the original share amounts awarded (other than as noted in footnotes (1) and (2) to these tables) and performance-based awards (column (h)) are reflected at the 50% percentage level for 2023 TSR shares and 2022 TSR shares, and at the 200% percentage level for 2023 EPS shares and 2022 EPS shares awarded under the Stock Plan). For performance-based restricted stock awards, in lieu of dividends, recipients receive additional performance-based shares of restricted stock that will vest/forfeit based on CMS’ performance and are included above. (4)Calculated based upon the year-end closing price of CMS common stock of $58.07 per share. (5)Per SEC regulations, the shares and dollars disclosed in the above table in columns (h) and (i), are based upon the next higher performance level above target allowable under the Stock Plan. Please see Compensation Discussion and Analysis, The Elements of Our Executive Compensation Program, Equity Compensation, above for a description of the Stock Plan. (6)The performance vesting period for each performance-based grant is as follows: 2021: 1/1/2021 – 12/31/2023 2022: 1/1/2022 – 12/31/2024 2023: 1/1/2023 – 12/31/2025

  87. 2023 Stock Vested

    2023 Stock Vested The following table provides information concerning the vesting of stock during 2023 for each NEO.

  88. 2023 STOCK VESTED TABLE

    2023 STOCK VESTED TABLE

  89. 2023 STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Name (a) | (#) | ($) | (#) (b) | ($) (c) | | Garrick J. Rochow | — | — | 20,781 | 1,263,262 | | Rejji P. Hayes | — | — | 28,691 | 1,744,106 | | Brandon J. Hofmeister | — | — | 10,948 | 665,526 | | Shaun M. Johnson | — | — | 9,123 | 554,582 | | LeeRoy Wells Jr. | — | — | 4,157 | 252,699 |

  90. 2023 STOCK VESTED TABLE

    (1)The value realized is based upon the CMS common stock closing price of $63.92 on January 13, 2023 and $57.96 on March 23, 2023. TSR for the three-year period from January 2020 to December 2022 was 9% while the median TSR for the Performance Peer Group was 11% resulting in the performance-based restricted stock vesting at 91.4% of target on January 13, 2023. Our EPS growth for the three-year period from January 2020 to December 2022 was 24% while the median EPS growth for the Performance Peer Group was 12% resulting in the performance-based restricted stock vesting at 169.6% of target on March 23, 2023.

  91. 2023 STOCK VESTED TABLE

    | CMS ENERGY 2024 PROXY STATEMENT | 63 |

  92. 2023 Pension Benefits

    2023 Pension Benefits The following table provides information concerning defined benefit plans as of December 31, 2023 for each participating NEO. The only NEO who participated in a defined benefit plan as of December 31, 2023 was Rochow.

  93. 2023 PENSION BENEFITS TABLE

    2023 PENSION BENEFITS TABLE

  94. 2023 PENSION BENEFITS TABLE

    | | | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Name (a) | Plan Name (b) | (#) (c) | ($) (d) | ($) (e) | | Garrick J. Rochow (1) | Cash Balance Plan | N/A | 5,707 | — | | Rejji P. Hayes (2) | N/A | N/A | N/A | N/A | | Brandon J. Hofmeister (2) | N/A | N/A | N/A | N/A | | Shaun M. Johnson (2) | N/A | N/A | N/A | N/A | | LeeRoy Wells Jr. (2) | N/A | N/A | N/A | N/A |

  95. 2023 PENSION BENEFITS TABLE

    (1)Rochow qualifies for the Cash Balance Plan since he was rehired after June 30, 2003 and before August 30, 2005. See the 2023 All Other Compensation Table and the 2023 Nonqualified Deferred Compensation Table and the corresponding footnotes for details regarding the other plans in which Rochow participates. (2)Hayes, Hofmeister, Johnson and Wells Jr. who were hired after June 30, 2003, are not eligible to participate in the Cash Balance Plan or any other defined benefit plan of the Corporation. See the 2023 All Other Compensation Table and the 2023 Nonqualified Deferred Compensation Table and the corresponding footnotes for details regarding the plans in which Hayes, Hofmeister, Johnson and Wells Jr. participate.

  96. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table contains nonqualified deferred compensation information for the NEOs for 2023.

  97. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

  98. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    | | | Executive Contributions in Last FY (2) | Registrant Contributions in Last FY (3) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions in Last FY | Aggregate Balance at Last FYE (4) | | Name (a) | Plan Name | ($) (b) | ($) (c) | ($) (d) | ($) (e) | ($) (f) | | Garrick J. Rochow | DSSP | 239,550 | 54,300 | 148,011 | — | 1,061,326 | | | DC SERP | — | 323,600 | 232,588 | — | 1,667,788 | | Rejji P. Hayes | DSSP | — | — | 35,496 | — | 246,898 | | | DC SERP | — | 191,227 | 191,810 | — | 1,334,165 | | Brandon J. Hofmeister | DSSP | 12,300 | 12,300 | 18,061 | — | 111,940 | | | DC SERP | — | 86,481 | 84,606 | — | 524,385 | | Shaun M. Johnson | DSSP | 14,100 | 14,100 | 22,038 | — | 146,166 | | | DC SERP | — | 98,725 | 86,166 | — | 571,497 | | LeeRoy Wells Jr. | DSSP | — | — | 1,803 | — | 12,218 | | | DC SERP | — | 86,213 | 48,506 | — | 328,703 |

  99. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    (1)Nonqualified deferred compensation plans are plans providing for deferral of compensation that do not satisfy the minimum coverage, nondiscrimination and other rules that qualify broad-based plans for favorable tax treatment under the IRC. This table only includes the DSSP and DC SERP and does not include the Corporation’s contributions or related match to the Savings Plan which is a tax-qualified defined contribution plan and shown in the 2023 All Other Compensation Table. (2)This compensation is also reflected in the 2023 Summary Compensation Table — Salary column. (3)This compensation is also reflected in the 2023 Summary Compensation Table — All Other Compensation column. (4)The following DSSP and DC SERP executive and registrant contributions were previously reported as compensation in the Summary Compensation Tables for 2022 and 2021, respectively: Rochow $261,093 / $141,591; Hayes $172,169 / $181,045; Hofmeister $73,439 / N/A ; Johnson $78,525 /$91,636 and Wells Jr. N/A / N/A.

  100. Narrative to 2023 Nonqualified Deferred Compensation Table

    Narrative to 2023 Nonqualified Deferred Compensation Table DSSP An employee who has base salary (excluding any bonus, incentive or other premium pay) before deductions for taxes and other withholdings in excess of the IRC compensation limit is eligible and may elect to participate in the DSSP. The DSSP is an unfunded (for the purposes of ERISA) non-qualified tax deferred defined contribution plan. The DSSP is funded by CMS with trusts. However, participants have only an unsecured contractual commitment from the Corporation to pay the amounts due under the DSSP and any funds are considered general assets of the Corporation and are subject to claims of creditors. A participant in the DSSP may elect in the prior year to defer 0% or 6% of his or her base salary that exceeds the IRC compensation limit and the Corporation will match 100% of the first 6% of the deferral, which is the same matching rate as the Savings Plan (equivalent to 6%). In addition, a DSSP eligible participant may elect an additional deferral of up to 50% of the participant’s base salary for the calendar year. This additional deferral is not eligible for a Corporation match. The combined maximum total of the DSSP deferral amount

  101. Narrative to 2023 Nonqualified Deferred Compensation Table

    | CMS ENERGY 2024 PROXY STATEMENT | 65 |

  102. Narrative to 2023 Nonqualified Deferred Compensation Table

    and a 6% Savings Plan deferral is 62% of base salary. At the time a participant elects a deferral, a distribution election is also made for this class year deferral. Each class year deferral is payable either at a certain date five or more years in the future or upon separation from service with the Corporation either as a series of payments over two to 15 years or in a lump sum. The participant decides how Corporation contributions are invested among a broad array of mutual funds selected by us and provided by the record keeper. Earnings in the DSSP are based on the change in market value of the mutual funds selected by the participant. All NEOs are eligible for the DSSP. DC SERP Pursuant to the amended and restated DC SERP, employees with a title of executive director or above who are not participants in the Defined Benefit Supplemental Executive Retirement Plan are eligible to participate in the DC SERP. Under the DC SERP, the Corporation provides an amount equal to 5%, 10% or 15% (depending on position and hire/promotion date) of employee regular earnings plus any awards under the Annual Incentive Plan. Funds equal to the DC SERP are transferred to a mutual fund family at the time we contribute. Earnings or losses are based on the rate of return of the mutual funds selected by the participant. Although the DC SERP is funded by the Corporation, participants have an unsecured contractual commitment from us to pay the amounts due under this plan. Rochow, Hofmeister, Johnson and Wells Jr. receive benefits at the 10% level under the DC SERP and Hayes receives benefits at the 15% level under the DC SERP. Contributions earned before 2019 are fully vested. For 2019 and beyond, contributions will become vested once the eligible NEO reaches age 55 with five years of participation in the Plan (with certain exceptions for death, disability or mandatory retirement).

  103. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control As noted above under Compensation Discussion and Analysis, Post-Termination Compensation, Severance and Change-in-Control Benefits, our executives are eligible to receive separation and change-in-control benefits upon a qualifying termination of employment. These benefits are provided through two separate types of agreements: •Officer Separation Agreements (“OS Agreements”) and •Change-in-Control Agreements (“CIC Agreements”). We have entered into OS Agreements and CIC Agreements with each of the NEOs. The OS Agreements provide for payments and other benefits if the officer is terminated under circumstances specified in the OS Agreement unrelated to a change-in-control (as defined in the CIC Agreements). The CIC Agreements provide for payments and other benefits only if the NEO is terminated under the circumstances specified in the CIC Agreements within two years following a change-in-control. OS AGREEMENTS. The OS Agreements provide for payments of certain benefits, as described in the table below, upon circumstances of termination of the employment of the NEO. Central to an understanding of the rights of each NEO is an understanding of the definition of “Cause.” For purposes of these agreements, we have Cause to terminate the NEO if the NEO has engaged in any of a list of specified activities, including willful and continued failure to perform duties consistent with the scope and nature of his or her position, committing an act materially detrimental to the financial condition and/or goodwill of CMS or its subsidiaries, or is subject to a specified criminal legal action for activities relating to an act of fraud, embezzlement, theft or other act constituting a felony involving moral turpitude. If the Corporation does not have Cause and terminates a NEO who has an OS Agreement for any reason, the NEO receives the benefits described in the table below. These agreements require, as a precondition to the receipt of these payments, that the NEO sign a standard form of release in which he or she waives all claims that he or she might have against the Corporation and certain associated individuals and entities. These agreements also include non-disparagement and confidentiality provisions that would apply for an unlimited period of time following the NEO’s termination of employment. Payments under these agreements are payable in a lump sum.

  104. Potential Payments upon Termination or Change-in-Control

    | CMS ENERGY 2024 PROXY STATEMENT | 66 |

  105. Potential Payments upon Termination or Change-in-Control

    Under the OS Agreements, tenure-based restricted stock awards will vest on a pro-rata basis based upon the service provided prior to the termination date while performance-based restricted stock awards will vest at the end of the performance period on a pro-rata basis based on service provided during the performance period up to the termination date and actual performance of the Corporation. Benefits for the NEOs under the OS Agreements are based on their executive career level (i.e., Senior Vice President, Executive Vice President, etc.). CIC AGREEMENTS AND PROVISIONS. The CIC Agreements contain provisions that provide for payments in the event of a change-in-control. The change-in-control provisions (“CIC Provisions”) function in a manner similar to the severance provisions in the OS Agreements, except that NEOs become entitled to benefits under the CIC Provisions only in the event of a double trigger consisting of a change-in-control and qualifying termination of employment during the two-year period following the change-in-control. As part of the CIC Provisions, a portion of the severance payments to a terminated NEO is consideration for the NEO entering into a “non-compete” agreement. A change-in-control of CMS is defined in the CIC Agreements to mean: •the consummation of certain types of transactions, including mergers and the sale of all, or substantially all, of our assets; •the acquisition by any person or entity of the beneficial ownership of securities representing 25% or 30% (depending upon the particular agreement) or more of the combined voting power of our then outstanding voting securities; •a change in the composition of the Board such that individuals who at the effective date of the agreement constituted the Board and any new Directors elected or nominated by at least 2/3 of the Directors who were either Directors at the effective date of the agreement or were so elected or nominated, cease for any reason to constitute a majority of the Board; or •the liquidation or distribution of all or substantially all of our assets. The definitions of Cause and Good Reason are central to an understanding of the NEO’s rights under the CIC Provisions. Under the CIC Provisions, “Cause” has the same meaning as set forth in the OS Agreements discussed above. The NEO is said to have Good Reason to terminate his or her employment under the CIC Provisions if the assignment to the NEO of duties is materially inconsistent with his or her position (including status, offices, titles and reporting requirements), authority or responsibilities as in effect immediately prior to the change-in-control; the Corporation takes any action which results in a material diminution of the NEO’s position, authority, duties or responsibilities as constituted immediately prior to the change-in-control (excluding an isolated, insubstantial and inadvertent action which is remedied by the Corporation promptly after receipt of notice thereof given by the NEO); there is a material reduction in the NEO’s base salary, incentive opportunity, Stock Plan award level, benefits or status; or under other circumstances specified in the definition, including the relocation of the NEO’s principal job location or office to more than 35 miles from its location at the time of entry into the CIC Agreement. Payments under the CIC provisions are payable in a lump sum. The benefits to be provided to the NEOs in each of those situations are described in the table below, which assumes that the termination had taken place on December 29, 2023, the last business day of our most recent fiscal year. The CIC Agreements with each NEO do not contain tax gross-up provisions with respect to IRC Section 280G and Section 4999 excise taxes. The CIC Agreements contain a “best net benefit” provision which provides that the Corporation’s payments to the NEO can be reduced to the extent that no portion of the reduced payments shall be subject to the excise tax, but only if the NEO’s net after-tax benefit is greater than his or her net after-tax benefit would have been if such reduction were not made and the NEO paid the excise tax. Restricted stock under the CIC Agreements includes double-trigger vesting provisions (meaning, both a change-in-control and a qualifying termination of employment must occur in order for the equity to vest). Under the CIC

  106. Potential Payments upon Termination or Change-in-Control

    | CMS ENERGY 2024 PROXY STATEMENT | 67 |

  107. Potential Payments upon Termination or Change-in-Control

    Agreements, all performance-based restricted-stock awards will vest on a pro-rata basis based upon the service provided prior to the change-in-control date with any performance-based restrictions vesting at target level. NEOs cannot receive benefits under both the CIC Agreements and OS Agreements. RETIREMENT/DISABILITY/DEATH. Upon death, 100% of the restricted stock vests with any performance-based restricted stock vesting at target levels. Upon retirement or disability, tenure-based restricted stock awards will vest on a pro-rata basis based upon the service provided prior to retirement or disability while performance-based restricted stock awards vest at the end of the performance period on a pro-rata basis based on service provided during the performance period prior to the retirement or disability and actual performance of the Corporation during the performance period. In the case of retirement or disability, the Compensation Committee has the discretion, in exceptional circumstances, to waive the forfeiture of restricted stock awarded.

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | | Garrick J. Rochow | Rejji P. Hayes | Brandon J. Hofmeister | Shaun M. Johnson | LeeRoy Wells Jr. | | | ($) | ($) | ($) | ($) | ($) | | Termination Without Cause Payments (1): | | | | | | | One and three-fourths times 2023 base salary | 2,161,250 | N/A | N/A | N/A | N/A | | One and one-half times 2023 base salary | N/A | 1,185,000 | 802,500 | 847,500 | 817,500 | | Unvested restricted stock awards (2) | 10,025,147 | 4,034,220 | 1,463,035 | 1,502,503 | 1,281,179 | | DC SERP benefit (3) | 1,039,962 | 959,810 | 376,612 | 410,868 | 270,888 | | TOTAL | 13,226,359 | 6,179,030 | 2,642,147 | 2,760,871 | 2,369,567 | | Change-in-Control Payments (4): | | | | | | | Two times 2023 base salary | 2,470,000 | 1,580,000 | 1,070,000 | 1,130,000 | 1,090,000 | | Two times incentive @ 100% 2023 performance target | 3,087,500 | 1,264,000 | 695,500 | 847,500 | 763,000 | | Pro-rata incentive based on service during year triggered | 1,543,750 | 632,000 | 347,750 | 423,750 | 381,500 | | DC SERP benefit (3) | 1,750,087 | 1,481,210 | 587,937 | 650,993 | 494,338 | | Medical Coverage Payment (5) | 43,279 | 43,279 | 43,279 | 43,279 | 43,279 | | Unvested restricted stock awards (2) | 11,328,992 | 4,455,034 | 1,656,040 | 1,714,904 | 1,480,108 | | TOTAL | 20,223,608 | 9,455,523 | 4,400,506 | 4,810,426 | 4,252,225 | | Retirement (6): | | | | | | | Pro-rata incentive based on service period in year triggered | __ | __ | __ | __ | __ | | Unvested restricted stock awards (2) | __ | __ | __ | __ | __ | | TOTAL | __ | __ | __ | __ | __ | | Disability: | | | | | | | Pro-rata incentive based on service period in year triggered | 1,543,750 | 632,000 | 347,750 | 423,750 | 381,500 | | Unvested restricted stock awards (2) | 10,025,147 | 4,034,220 | 1,463,035 | 1,502,503 | 1,281,179 | | TOTAL | 11,568,897 | 4,666,220 | 1,810,785 | 1,926,253 | 1,662,679 | | Death: | | | | | | | Pro-rata incentive based on service period in year triggered | 1,543,750 | 632,000 | 347,750 | 423,750 | 381,500 | | Unvested restricted stock awards (2) | 15,375,078 | 5,761,067 | 2,255,323 | 2,373,727 | 2,096,850 | | TOTAL | 16,918,828 | 6,393,067 | 2,603,073 | 2,797,477 | 2,478,350 |

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    (1)Reflects payments under OS Agreements.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | CMS ENERGY 2024 PROXY STATEMENT | 68 |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    (2)Based upon the year-end closing price of CMS common stock of $58.07 per share. The performance-based restricted stock awards outstanding are valued based on target levels. (3)Rochow’s, Hayes’, Hofmeister’s, Johnson’s and Wells Jr.'s DC SERP account balances would fully vest; their unvested balances are $1,039,962; $959,810; $376,612; $410,868 and $270,888, respectively. In addition, in the event of a change-in-control, Hayes would receive an amount equal to 15% of his salary and incentive-based change-in-control payment and Rochow, Hofmeister, Johnson and Wells Jr. would receive an amount equal to 10% of their salary and incentive-based change-in-control payments. (4)Pursuant to the CIC Agreements. (5)Pursuant to the CIC Agreement, Medical Coverage Payments include two years of company-paid medical expenses. (6)None of our NEOs were eligible for retirement as of December 31, 2023.

  113. CEO Pay Ratio

    CEO Pay Ratio It is the philosophy of CMS and Consumers to provide market-based compensation tied to performance. An employee’s compensation is based on a combination of the market value of his or her position along with individual experience and performance.

  114. SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

    SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

  115. SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

    | | Salary ($) | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Median Employee (1) | 123,006 | — | — | 1,013 | 42,277 | 3,980 | 170,276 |

  116. SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

    (1)Median employee occupies an exempt senior-level technical analyst position in Michigan that requires extensive company or industry experience.

  117. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

  118. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | | Salary ($) | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Median Employee (1) | 121,465 | — | — | 1,350 | 6,226 | 7,553 | 136,594 |

  119. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    (1)Median employee occupies an exempt senior-level engineering technical analyst lead position in Michigan that requires a high level of background knowledge in multiple technical areas. For purposes of this disclosure, we utilized the same median employees that we identified for fiscal year 2021, as we believe that there have been no changes in our employee population or employee compensation arrangements that we believe would result in significant changes to this disclosure. In determining the median employee for each of CMS and Consumers in 2021, our calculation included employees as of December 31, 2021, as follows:

  120. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | CMS ENERGY 2024 PROXY STATEMENT | 69 |

  121. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | CMS, including Consumers | | Consumers | | | Full-time employees | 8,444 | Full-time employees | 8,250 | | Seasonal or temporary employees (1) | 861 | Seasonal or temporary employees (1) | 860 | | Part-time employees | 5 | Part-time employees | 5 | | Total employees | 9,310 | Total employees | 9,115 | | Average Tenure | 11.7 years | Average Tenure | 11.7 years |

  122. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    (1)Seasonal or temporary employees include interns and gas construction employees under Enhanced Infrastructure Replacement Program (“EIRP”) in the Gas Operations business segment at Consumers that were active employees as of December 31, 2021. The type of work EIRP employees perform is done during the construction season, and these employees are subject to annual lay-offs over the winter months. All employees are U.S.-based with the majority of our employee population in Michigan. Total compensation for purposes of determining the median employee is illustrated below by pay element. We identified each of CMS’ and Consumers’ median employees using these compensation measures, which were consistently applied to all employees. The pay elements that were included in the annual total compensation to identify the median employee were: •salary for all full-time and part-time permanent employees, based on salary level in effect as of December 31, 2021 and hours worked during the year; •salary received in fiscal year 2021 for seasonal or temporary employees as of December 31, 2021; •annual incentive target values for performance year 2021; •grant date value of stock awards granted in fiscal year 2021; •relocation, housing and/or auto allowance paid in fiscal year 2021; and •reimbursement for Corporation-paid executive physical during fiscal year 2021. Once the annual total compensation was calculated for each employee using the above measures, the annual total compensation of all employees was ranked except for the President and CEO from lowest to highest, and the median employee was identified. The median employee’s compensation for fiscal year 2023 was calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K as prescribed for inclusion in the 2023 Summary Compensation Table included in this Proxy Statement. With respect to the annual total compensation of the President and CEO, the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement was used.

  123. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | CMS ENERGY 2024 PROXY STATEMENT | 70 |

  124. Pay versus Performance

    Pay versus Performance It is the philosophy of CMS and Consumers to provide executive compensation tied to performance. Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Corporation’s principal executive officer (“PEO”) and the Corporation’s non-PEO NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to restricted stock awards which remain subject to forfeiture if the vesting conditions are not satisfied.

  125. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  126. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: (4) | | | | | Year | Summary Compensation Table Total for Rochow | Summary Compensation Table Total for Poppe | Compensation Actually Paid to Rochow | Compensation Actually Paid to Poppe | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Adjusted Earnings Per Share | | (1) | ($) (2) | ($) (2) | ($) (3) | ($) (3) | ($) (2) | ($) (3) | ($) | ($) (5) | ($000,000) | ($) (6) | | 2023 | 9,637,210 | N/A | 9,633,469 | N/A | 2,531,461 | 2,605,141 | 96 | 81 | 877 | 3.11 | | 2022 | 8,719,994 | N/A | 8,239,620 | N/A | 2,373,793 | 2,335,728 | 98 | 84 | 827 | 2.89 | | 2021 | 6,871,068 | N/A | 7,746,202 | N/A | 2,131,976 | 2,587,565 | 101 | 87 | 1,348 | 2.65 | | | | | | | | | | | (7) | | | 2020 | 2,615,131 | 7,898,536 | 3,401,723 | (13,653,262) | 2,174,217 | 2,738,727 | 104 | 89 | 755 | 2.67 | | | | | | (8) | | | | | | |

  127. PAY VERSUS PERFORMANCE TABLE

    (1)The PEO and NEOs for the applicable years were as follows: •2023: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2023 and the other NEOs of CMS and Consumers were: Hayes, Hofmeister, Johnson and Wells Jr. •2022: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2022 and the other NEOs of CMS and Consumers were: Hayes, Hofmeister, Johnson and Brian F. Rich. •2021: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2021 and the other NEOs of CMS and Consumers were: Hayes, Jean-Francois Brossoit, Johnson and Brian F. Rich. •2020: Rochow assumed the role of the President and CEO of CMS and Consumers on December 1, 2020 and Patricia Poppe served as President and CEO of CMS and Consumers during 2020 through Poppe’s December 1, 2020 resignation. The other NEOs of CMS and Consumers for 2020 were: Hayes, Jean-Francois Brossoit, Catherine A. Hendrian and Brian F. Rich. (2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Rochow and Poppe and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the NEOs of CMS and Consumers reported for the applicable year other than the PEO for such years. (3)To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Rochow, Poppe and for the average of the other NEOs is set forth in the table following the footnotes to this table. The amounts reported for the average of the other NEOs for 2022 and 2021 have been updated as compared to the amounts reported in the Proxy Statement filed in connection with the 2023 Annual Meeting as the prior year amounts reflected the total value of the change in equity award value for the other NEOs rather than an average of the change in equity award value for the other NEOs as required per SEC disclosure rules. The impact of this change was to reduce the compensation actually paid by approximately $463,000 and $540,000 in 2022 and 2021, respectively. (4)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. See the Compensation Discussion and Analysis for further information regarding how TSR is calculated for purposes of the long-term incentive program.

  128. PAY VERSUS PERFORMANCE TABLE

    | CMS ENERGY 2024 PROXY STATEMENT | 71 |

  129. PAY VERSUS PERFORMANCE TABLE

    (5)The TSR Peer Group is the same peer group utilized in CMS' and Consumers' Annual Report on Form 10-K for the yer ended December 31, 2023 and consists of utilities listed in the Standard & Poor’s 400 Utilities Index, an independently prepared index that consists of companies in the utilities industry. (6)As noted in the Compensation Discussion and Analysis, for 2023, the Compensation Committee determined that adjusted EPS continues to be viewed as a core driver of CMS’ performance and stockholder value creation and, accordingly, was utilized as a component for both the Annual Incentive and LTI Awards. Adjusted EPS is a non-GAAP financial measure that represents EPS adjusted to exclude gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS; changes in accounting principles resulting from new or revised accounting standards not included in the budget; large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS; legal and settlement costs or gains related to previously sold assets; regulatory recovery for prior year changes; changes in legacy tax reform; changes in federal tax policy; loans sold from discontinued operations; 3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS); and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy’s interest expense. See Appendix A for a reconciliation of GAAP EPS to adjusted EPS. (7)2021 net income includes the proceeds from the sale EnerBank, a one-time event excluded from adjusted EPS. (8)Effective December 1, 2020, Poppe voluntarily resigned from her position of President and CEO of CMS and Consumers. As a result, Poppe forfeited any outstanding long-term incentive awards, her annual incentive award and any unvested supplemental retirement awards.

  130. RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

    RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

  131. RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

    | Year | Summary Compensation Table Total ($) (1) | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($) (2) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($) (3) | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($) (4) | Plus Fair Value at Fiscal Year- End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (5) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($) (6) | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year ($) (7) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (8) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (9) | Plus Cash Dividends Paid on Outstanding and Unvested Stock Awards During Fiscal Year ($) (10) | Equals Compensation Actually Paid ($) | | Rochow | | | | | | | | | | | | | 2023 | 9,637,210 | (198) | — | (6,033,036) | 5,854,300 | (139,286) | — | 190,377 | — | 124,102 | 9,633,469 | | 2022 | 8,719,994 | (107) | — | (5,265,456) | 5,158,376 | (658,176) | — | 203,643 | — | 81,346 | 8,239,620 | | 2021 | 6,871,068 | (78) | — | (4,601,980) | 5,008,062 | 237,729 | — | 182,958 | — | 48,443 | 7,746,202 | | 2020 | 2,615,131 | (114) | — | (1,056,512) | 1,058,278 | 123,579 | — | 640,965 | — | 20,396 | 3,401,723 | | Poppe | | | | | | | | | | | | | 2020 | 7,898,536 | — | — | (6,184,228) | — | — | — | 4,342,984 | (19,834,124) | 123,570 | (13,653,262) | | Other NEOs (Average) (11) | | | | | | | | | | | | | 2023 | 2,531,461 | — | — | (1,193,957) | 1,158,743 | (15,596) | — | 121,226 | — | 3,264 | 2,605,141 | | 2022 | 2,373,793 | — | — | (1,050,573) | 1,029,181 | (180,464) | — | 159,289 | — | 4,502 | 2,335,728 | | | | | | | | (12) | | (12) | | | | | 2021 | 2,131,976 | — | — | (1,133,217) | 1,233,240 | 205,419 | — | 145,840 | — | 4,307 | 2,587,565 | | | | | | | | (12) | | (12) | | | | | 2020 | 2,174,217 | (62,258) | 14,658 | (946,196) | 947,748 | 108,972 | — | 497,709 | — | 3,877 | 2,738,727 |

  132. RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

    (1)Represents total compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.

  133. RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

    | CMS ENERGY 2024 PROXY STATEMENT | 72 |

  134. RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

    (2)Represents the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (3)Represents the sum of the actuarial present value of the NEOs’ benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in our financial statements under GAAP. (4)Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (5)Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (6)Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (7)Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (8)Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, in the case of performance-based awards, based on actual performance. (9)Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (10)Represents cash dividends paid or accrued with respect to unvested equity awards during the applicable year. (11)See footnote 1 above for the NEOs included in the average for each year. (12)Updated from the amounts reported in the proxy statement filed in connection with the 2023 Annual Meeting to reflect the average amounts rather than the total amounts for the other NEOs as reflected in such proxy statement.

  135. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR The following chart illustrates the relationship of CMS’ four-year TSR to the compensation actually paid to the individuals serving as PEO during the applicable year, and the average for the other NEOs. The lower compensation actually paid amount for the PEOs in 2020 (Poppe and Rochow) is a consequence of the fact that (i) Rochow's 2020 compensation reflected Rochow’s role at CMS and Consumers prior to his promotion to CEO in December 2020, and (ii) the compensation actually paid to Poppe during 2020 reflects the forfeiture of Poppe’s long-term incentive awards in connection with Poppe’s resignation.

  136. Compensation Actually Paid Versus TSR

    | CMS ENERGY 2024 PROXY STATEMENT | 74 |

  137. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income Because a significant percentage of compensation is delivered in the form of equity awards with vesting tied to TSR, EPS growth and continued service, our executive compensation program is less impacted by fluctuations in net income. The following chart illustrates the relationship between net income and the compensation actually paid to the individuals serving as PEO during the applicable year and the average compensation actually paid for the other NEOs. * PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow.

  138. Compensation Actually Paid Versus Adjusted EPS

    Compensation Actually Paid Versus Adjusted EPS As discussed above, adjusted EPS is viewed as a core driver of CMS’ performance and stockholder valuation creation and, accordingly, was used as a component in both the Annual Incentive and LTI awards. Because the compensation actually paid, as calculated per SEC disclosure rules, is most greatly impacted by stock price fluctuations, the impact of year-over-year fluctuations in adjusted EPS performance has less of an impact on compensation actually paid as compared to stock price performance. The compensation actually paid in 2020 and, in the case of Rochow, the change from 2020 to 2021, was also a result of the change in PEO role that occurred in December 2020 and the compensation adjustments and forfeitures relating to such change.

  139. Compensation Actually Paid Versus Adjusted EPS

    | CMS ENERGY 2024 PROXY STATEMENT | 75 |

  140. Performance Measures Used to Link Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in the Corporation’s assessment represent the most important financial performance measures used by the Corporation to link compensation actually paid to the NEOs for 2023. Please see the Compensation Discussion and Analysis for further information regarding how each of these measures is calculated and how they are used in the Corporation’s executive compensation program, including the calculation of GAAP EPS to adjusted EPS for purposes of the annual incentive awards and the LTI program. Our 2023 executive compensation program utilized financial metrics and supplemented those metrics in the Annual Incentive Plan with additional metrics tied to our operational performance, with goals relating to employee safety, culture, customer experience, electric reliability, waste elimination from cost reductions and methane emission reductions. •Adjusted EPS (Annual Incentive) •Relative EPS growth (LTI program) •Relative TSR (LTI program) •Stock price

  141. Performance Measures Used to Link Performance and Compensation Actually Paid to the NEOs

    | CMS ENERGY 2024 PROXY STATEMENT | 76 |