DEF 14A of CMS Energy Corp, Mar 20, 2025

DEF 14A of CMS Energy Corp

Filed Mar 20, 2025 · FY20240001140361-25-009708

Open on EDGAR

  1. Proxy Statement

    Proxy Statement

  2. Proxy Statement

    | Proxy Statement Summary | | PAGE 1 | | Proxy Statement | | PAGE 3 | | Our Purpose | | PAGE 3 | | Proposal 1: Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors | | PAGE 4 | | Corporate Governance | | PAGE 10 | | 10 | Governance Guidelines and Materials | | | 10 | Board of Directors | | | 10 | Board Leadership Structure | | | 11 | Risk Oversight | | | 11 | Cybersecurity Oversight | | | 11 | Political Contribution Oversight | | | 12 | Public Responsibility and Sustainability Oversight | | | 12 | Shareholder Engagement | | | 13 | Board Communication Process | | | 14 | Identification of Director Candidates | | | 14 | Director Candidate Qualifications | | | 15 | Board Refreshment | | | 15 | Director Independence | | | 15 | Director Service on Other Public Company Boards | | | 16 | CMS Majority Voting Standard | | | 16 | Director Education | | | 17 | Board, Committee and Director Evaluations | | | 18 | Board and Committee Information | | | 20 | Codes of Ethics | | | 20 | Compensation Risk | | | 21 | No Pledging or Hedging | | | 21 | Related Party Transactions | | | 22 | Management Succession Planning | | | 22 | Directors’ Compensation | | | Beneficial Ownership | | PAGE 23 | | Compensation Discussion and Analysis | | PAGE 25 | | 25 | Executive Summary | | | 28 | Objectives of Our Executive Compensation Program | | | 33 | The Elements of Our Executive Compensation Program | | | 40 | Corporate Governance as it Relates to Executive Compensation | | | Compensation and Human Resources Committee Report | | PAGE 42 | | 2024 Compensation Tables | | PAGE 43 | | 56 | CEO Pay Ratio | | | 58 | Pay versus Performance | | | Proposal 2: Approve, on an Advisory Basis, Executive Compensation | | PAGE 64 | | Report of the Audit Committee | | PAGE 66 | | Fees Paid to the Independent Registered Public Accounting Firm | | PAGE 67 | | Proposal 3: Ratify the Appointment of Independent Registered Public Accounting Firm | | PAGE 68 | | Proposal 4: Vote on a Shareholder Proposal: Support Shareholder Ability to Call for a Special Shareholder Meeting (CMS) | | PAGE 69 | | 2026 Proxy Statement Information | | PAGE 73 | | General Information | | PAGE 74 | | Appendix A: GAAP Reconciliations | | PAGE A-1 |

  3. 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 10 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 10 nominees have accepted their nomination and agree to serve if elected. The following table highlights the key experience, skills and qualifications for each nominee. 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. 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.

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

    | Key Experience | Butler | Darrow | Izzo | Rochow | Russell | Shank | Soto | Sznewajs | Tanski | Wright | | Executive Leadership | X | X | X | X | X | X | X | X | X | X | | Finance and Accounting | X | X | X | X | X | X | X | X | X | X | | Security - Cyber and Physical | X | X | X | | | | X | X | | | | Strategic Planning and Governance | X | X | | | | X | X | X | | X | | Sustainability, Environmental and Climate | | | X | X | X | | | | | X | | Risk Management | | | | | | X | X | | X | X | | Customer Experience | X | | | X | | X | | | | X | | Regulated Public Utility | | | X | X | X | | | | X | | | Regulatory/Governmental Affairs | | | X | | X | | X | | X | | | Human Resources | | X | | | X | X | | X | X | | | Lean/Supply Chain | X | X | | X | | | | X | | | | Demographics and Board Tenure | | | | | | | | | | | | Board Tenure (Years as of May 2025) | 10 | 11 | 2 | 4 | 15 | 6 | 10 | 9 | 5 | 12 | | Age (as of 2025 Annual Meeting) | 70 | 70 | 67 | 50 | 67 | 63 | 56 | 57 | 72 | 65 |

  5. 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.

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

    | CMS ENERGY 2025 PROXY STATEMENT | 4 |

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

    | Deborah H. Butler Retired, Norfolk Southern Corporation, Executive Vice President of Planning and Chief Information Officer 2007 - 2015 | 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. | | AGE: 70 DIRECTOR SINCE: 2015 INDEPENDENT PRINCIPAL OCCUPATION 2007 - 2015 Norfolk Southern Corporation, Executive Vice President of Planning and Chief Information Officer PUBLIC BOARDS (within last 5 years) None OTHER EXPERIENCE Norfolk Southern Corporation, prior Vice President customer services Patriot Rail Company LLC, Chairman Ports America, Independent Board Member | | | Kurt L. Darrow Retired, President and CEO of La-Z-Boy Incorporated 2003 - 2021 | 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. | | AGE: 70 DIRECTOR SINCE: 2013 INDEPENDENT PRINCIPAL OCCUPATION 2003 – 2021 La-Z-Boy Incorporated, President and CEO PUBLIC BOARDS (within last 5 years) 2003 – 2022 La-Z-Boy Incorporated, Board Member 2011 – 2022 La-Z-Boy Incorporated, Chairman OTHER EXPERIENCE La-Z-Boy Incorporated, prior President of La-Z-Boy Residential Business Leaders for Michigan, Member and Executive Committee ProMedica, Board Chairman American Home Furnishings Alliance, prior Chairman and Current Director Emeritus | |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 5 |

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

    | Ralph Izzo Retired, Chairman, President and CEO of Public Service Enterprise Group Incorporated 2007 - 2022 | 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. He serves on various boards and committees related to electric and gas services. | | AGE: 67 DIRECTOR SINCE: 2023 INDEPENDENT PRINCIPAL OCCUPATION 2022 – 2022 Public Service Enterprise Group Incorporated, Executive Chair 2007 – 2022 Public Service Enterprise Group Incorporated, Chairman, President/CEO PUBLIC BOARDS (within last 5 years) 2022 – present Ovintiv Inc., Board Member 2020 – present The Bank of New York Mellon Corporation, Board Member 2007 – 2022 Public Service Enterprise Group Incorporated, Chairman OTHER EXPERIENCE Argonne National Lab, Board Member TerraPower, Board Member U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee Liberty Science Center, Board of Trustees New Jersey Performing Arts Center, Board Member and Executive Committee Hackensack Meridian Health Network, Board Member Columbia University Engineering School Industry, Advisory Board Princeton University’s Andlinger Center for Energy and the Environment Advisory Counsel | | | Garrick J. Rochow CMS and Consumers, President and CEO | SKILLS AND QUALIFICATIONS Rochow is qualified to serve on the Board based on his more than 25 years of experience and knowledge gained in the utility industry. He has extensive utility knowledge, including 20 years with CMS and Consumers. The Board also benefits from Rochow’s prior leadership roles within the company. | | AGE: 50 DIRECTOR SINCE: 2020 INDEPENDENT PRINCIPAL OCCUPATION 2020 – present CMS and Consumers, President and CEO 2016 – 2020 CMS and Consumers, Executive Vice President PUBLIC BOARDS (within last 5 years) 2024 – present Hubbell Incorporated, Board Member OTHER EXPERIENCE American Gas Association, Board Member Edison Electric Institute, Board Member Business Leaders for Michigan, Board and Executive Committee The Right Place, Board and Executive Committee Priority Health, Board Member New Community Transformation Fund, Director West Michigan Policy Forum, Director Grand Rapids Economic Club, Director | |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 6 |

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

    | John G. Russell Retired, CMS and Consumers President and CEO 2010 – 2016 | 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. | | AGE: 67 DIRECTOR SINCE: 2010 CHAIRMAN SINCE: 2016 INDEPENDENT PRINCIPAL OCCUPATION 2010 - 2016 CMS and Consumers, President and CEO PUBLIC BOARDS (within last 5 years) 2011 – 2024 Hubbell Incorporated, Board Member OTHER EXPERIENCE Consumers, prior President and Chief Operating Officer Consumers, prior Executive Vice President and Chief Executive Officer - Electric Grand Valley University Foundation, Director The Russell Family Foundation, Chairman Grand Valley State University, prior Director | | | Suzanne F. Shank Siebert Williams Shank & Co., LLC, President, CEO and Co-Founder | 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. | | AGE: 63 DIRECTOR SINCE: 2019 INDEPENDENT PRINCIPAL OCCUPATION 1996 - present Siebert Williams Shank & Co., LLC, President, CEO and Co-Founder PUBLIC BOARDS (within last 5 years) 2020 – present Rocket Companies, Board Member 2021 – present White Mountains Insurance Group, Ltd, Board Member 2017 – 2021 American Virtual Cloud Technologies, Inc., Board Member OTHER EXPERIENCE Detroit Regional Chamber, Chair Spelman College, Board of Trustees Kresge Foundation, Board of Trustees Member International Women’s Forum, Member | |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 7 |

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

    | Myrna M. Soto Apogee Executive Advisors, CEO | SKILLS AND QUALIFICATIONS The Board benefits from Soto’s vast experience, including her current role as CEO of Apogee Executive Advisors which 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. Soto brings more than 30 years of focused information technology and security experience from a variety of industries, including financial services, hospitality, insurance and risk management, gaming, and entertainment. | | AGE: 56 DIRECTOR SINCE: 2015 INDEPENDENT PRINCIPAL OCCUPATION 2021 – present Apogee Executive Advisors, CEO 2020 – 2021 Forcepoint, Chief Strategy and Trust Officer 2019 – 2020 Digital Hands, Chief Operating Officer 2019 – present ForgePoint Capital, Venture Advisor 2018 – present ForgePoint, Partner PUBLIC BOARDS (within last 5 years) 2018 – present Popular, Inc., Board Member 2021 – present TriNet Group, Inc., Board Member 2016 – 2025 Spirit Airlines, Inc., Board Member OTHER EXPERIENCE Serves numerous privately held Technology and Cybersecurity-focused organizations Comcast Corp., prior Senior Vice President and Global Chief Information Security Officer Comcast Corp., prior Senior Vice President and Chief Infrastructure and Information Security Officer | | | John G. Sznewajs Shore Capital, Partner | SKILLS AND QUALIFICATIONS Sznewajs has more than 25 years of experience in business and corporate development. His extensive background and knowledge in financial matters, and previous oversight of information technology, along with in-depth experience in enterprise-wide strategy, qualify him to serve on the Board. | | AGE: 57 DIRECTOR SINCE: 2015 INDEPENDENT PRINCIPAL OCCUPATION 2023 – present Shore Capital - Industrial Platform, Partner 2007 – 2023 Masco Corporation, Vice President and CFO PUBLIC BOARDS (within last 5 years) None OTHER EXPERIENCE Detroit Zoological Society, Director and Treasurer Teach for America – Detroit, Board Member Masco Corporation, prior Treasurer | |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 8 |

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

    | Ronald J. Tanski Retired, President and CEO, National Fuel Gas Company 2013 - 2019 | 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. | | AGE: 72 DIRECTOR SINCE: 2019 INDEPENDENT PRINCIPAL OCCUPATION 2013 – 2019 National Fuel Gas Company, President and CEO PUBLIC BOARDS (within last 5 years) 2019 – present National Fuel Gas Company, Board Member OTHER EXPERIENCE National Fuel Gas Company, prior Attorney Buffalo Museum of Science, prior Board of Managers member | | | Laura H. Wright Retired, Senior Vice President and CFO, Southwest Airlines Co. 2004 - 2012 | SKILLS AND QUALIFICATIONS Wright is 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. | | AGE: 65 DIRECTOR SINCE: 2013 PRESIDING DIRECTOR SINCE: 2024 INDEPENDENT PRINCIPAL OCCUPATION 2012 – 2020 GSB Advisory LLC, Founder, Consultant 2004 – 2012 Southwest Airlines Co., Senior Vice President Finance and Chief Financial Officer PUBLIC BOARDS (within last 5 years) 2014 – present TE Connectivity plc (formerly TE Connectivity LTD), Board Member 2018 – present Spirit AeroSystems Holdings, Inc., Board Member 2021 – present Joby Aviation, Inc., Board Member OTHER EXPERIENCE Southwest Airlines Co., Vice President and Treasurer Southwest Airlines, various roles Arthur Young & Co., prior Manager University of North Texas System Board of Regents, Chair Active Certified Public Accountant | |

  16. 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. |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 9 |

  18. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  19. 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.

  20. 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.

  21. 2024 DIRECTORS’ COMPENSATION TABLE

    | | Fees Earned or Paid in Cash | Stock Awards (1) (2) | Other Compensation | Total | | Name (a) | ($) (b) | ($) (c) | ($) (d) | ($) (e) | | Deborah H. Butler | 120,000 | 175,000 | — | 295,000 | | Kurt L. Darrow | 123,333 | 175,000 | — | 298,333 | | Ralph Izzo | 120,000 | 175,000 | — | 295,000 | | John G. Russell | 290,000 | 175,000 | 1,000 (3) | 466,000 | | Suzanne F. Shank | 133,333 | 175,000 | — | 308,333 | | Myrna M. Soto | 140,000 | 175,000 | — | 315,000 | | John G. Sznewajs | 140,417 | 175,000 | — | 315,417 | | Ronald J. Tanski | 128,334 | 175,000 | — | 303,334 | | Laura H. Wright | 144,375 | 175,000 | — | 319,375 | | Former Director: | | | | | | Jon E. Barfield | 67,083 | 175,000 | (4) | 242,083 | | William D. Harvey | 60,417 | — | (5) | 60,417 |

  22. 2024 Successes

    | • | Successfully filed a Renewable Energy Plan during 2024 that includes the addition of 1 GW of solar and 2.8 GW of wind energy to long-term plan and outlines plans to achieve Michigan’s 2023 Energy Law requirements |

  23. 2024 Successes

    | • | Delivered 2024 Adjusted Earnings Per Share* of $3.34 under our Annual Incentive Plan, which exceeded our target of $3.29 |

  24. 2024 Successes

    | • | Marked the 14th year with 5-year and 10-year performance of CMS Total Shareholder Return (“TSR”) at or above the median of our Performance Peer Group, as shown below |

  25. 2024 Successes

    | (1) The companies included in the Performance Peer Group are detailed in the Objectives of Our Executive Compensation Program section of this Compensation Discussion and Analysis. |

  26. 2024 Successes

    Based on these achievements, our 2024 Annual Incentive Plan paid out at 133% of target and our long-term incentive (“LTI”) program (performance period ended December 31, 2024) paid out at 105.3% of target for the TSR performance-based portion. The LTI performance-based payout was based on awards granted in 2022, with the payout of such awards determined based on CMS’ relative TSR and LTI EPS performance from January 1, 2022 to December 31, 2024 (see The Elements of Our Executive Compensation Program, Equity Compensation and Plan Performance Factor below). The final results of the LTI EPS performance will not be known until after March 21, 2025.

  27. Best Practices

    | • | a majority of variable pay in LTI awards; |

  28. Best Practices

    | • | a majority of LTI delivered in performance-based restricted stock; |

  29. Best Practices

    | • | all LTI denominated and settled in equity; |

  30. Best Practices

    | • | LTI payouts capped at target if three-year absolute performance is not positive; |

  31. Best Practices

    | • | a balance of metrics used in annual incentives and LTI; |

  32. Best Practices

    | • | stock ownership guidelines for NEOs, which exclude stock options and unvested performance-based restricted stock awards when determining compliance; |

  33. Best Practices

    | • | change-in-control agreements that require a double-trigger for the accelerated vesting of equity awards; |

  34. Best Practices

    | • | annual reviews of risk within our incentive programs; |

  35. Best Practices

    | • | annual reviews of our Compensation Peer Group and Performance Peer Group; and |

  36. Best Practices

    | • | regular briefings from the Compensation Committee’s independent compensation consultant regarding key trends and legislative and regulatory updates. |

  37. Best Practices

    | • | 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; |

  38. Best Practices

    | • | 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 |

  39. Best Practices

    | • | tax gross-ups - none of our separation or change-in-control agreements contain tax gross-ups. |

  40. Program Design

    Program Design We have designed our executive compensation elements to be balanced and simple, placing emphasis on consistent, sustainable and superior absolute and relative performance. The following elements deliver our executive total direct compensation: base salary, annual incentive and LTI. BASE SALARY. Base salary is targeted to approximate the median of our Compensation Peer Group which is made up of companies of similar business profile and size, with adjustments to reflect individual performance and internal considerations. ANNUAL INCENTIVE. 2024 annual incentive awards are based on the achievement of Annual Incentive EPS (70% of annual incentive) and Annual Incentive Utility (30% of annual incentive) goals. For more information, see The Elements of Our Executive Compensation Program, Cash Compensation and Plan Performance Factor below. We pay an annual incentive only if the results meet or exceed the threshold performance levels approved by the Compensation Committee by the end of January of each year. In 2024, Annual Incentive EPS was used to determine the financial annual incentive payout while Annual Incentive Utility, a measure of our operational success on metrics relating to People, Planet, and Prosperity, was used to determine the operational annual incentive payout. The Compensation Committee viewed success on these metrics as the building blocks for growing the value of the Corporation and as good indicators of how well we are executing our customer-focused strategy. We place more weight on Annual Incentive EPS to reflect the Corporation’s and shareholders’ focus on EPS growth and to align our performance objectives and incentive allocation with our Compensation Peer Group practices and our utility-focused strategy. The 2024 Annual Incentive Utility goals are the same operating metrics under the Consumers’ Annual Employee Incentive Compensation Plan (“Consumers Incentive Plan”). The Compensation Committee included the Annual Incentive Utility metric in the 2024 annual incentive plan because the Compensation Committee believes that this alignment with operational performance and the broader utility employee population is an important aspect of our program design. The six operating goals under the Annual Incentive Utility metric are focused on People, Planet and Prosperity to further emphasize our commitment to our strategy and represent sustainability items considered material to our strategy. See The Elements of Our Executive Compensation Program below for additional details on the operational targets. LONG-TERM INCENTIVE. The LTI program consists of performance-based restricted stock (75% of total target LTI) and tenure-based restricted stock (25% of total target LTI). The 2024 performance-based portion is eligible to vest after three years dependent upon our TSR performance and LTI EPS growth (each weighted equally) relative to the Performance Peer Group. The 2024 LTI program is distinct from the annual incentive plan in that it focuses on relative multi-year performance rather than absolute one-year performance. The tenure-based portion vests on the third anniversary of the award date. Our 2024 LTI program is based on relative TSR performance and relative LTI EPS growth because the Compensation Committee believes that these measures offer a head-to-head comparison of how well our management team performed compared to other management teams in our industry and further motivate management to increase shareholder and customer value through stock price and earnings growth. We tie a portion of equity compensation to vesting based on continued employment. The tenure-based restricted stock helps build executive share ownership and alignment with shareholders while serving as an additional retention mechanism that is not subject to the year-to-year fluctuations of any performance measurement, although the value is subject to the performance of our stock price.

  41. Program Design

    In 2024, the performance-based restricted stock awards granted in 2022 completed the three-year performance period, with the post-performance period tenure-based vesting satisfied in early 2025. The 2022 performance-based restricted stock awards vested based upon the relative TSR and LTI EPS growth performance during the performance period (January 1, 2022 to December 31, 2024). Our TSR for the three-year performance period (January 1, 2022 to December 31, 2024) was 15% while the median TSR for our Performance Peer Group was 13%, placing CMS, by comparison, in the 52nd percentile. Our LTI EPS growth for the three-year performance period (January 1, 2022 to December 31, 2024) relative to the Performance Peer Group is not expected to be known until after March 21, 2025.

  42. 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 practices 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.

  43. Reward Measurable Results

    Reward Measurable Results Base salary is reviewed annually and may be adjusted based on a variety of factors, including each NEO’s overall performance (both individual and functional) and tenure. The CEO recommends annual base salary adjustments and annual restricted stock awards for all officers, other than the CEO. When making adjustments, the Compensation Committee considers the CEO’s recommendations, along with Compensation Peer Group data, internal equity, tenure and other market data from surveys provided by the independent compensation consultant. CEO base salary is determined solely by the Compensation Committee based on, among other factors, Compensation Peer Group data, other market data and overall Corporation and CEO performance. Annual incentives, the other form of cash compensation, provide for award opportunities to each NEO under the Annual Incentive Plan. The Annual Incentive Plan pays incentives on the basis of performance during a one-year performance period. Performance objectives under the Annual Incentive Plan are finalized at the start of each year through an iterative process. Management, including executive officers, develops preliminary recommendations for the Compensation Committee’s review and approval. For 2024, the Annual Incentive Plan targeted awards varied from 65% to 125% of each NEO’s base salary, but payouts could range from zero to 200% of that target level depending on performance against specific corporate performance goals.

  44. Reward Measurable Results

    For 2024, 75% of the equity compensation granted to the NEOs was performance-based, designed to reward measurable results. Vesting of such awards is subject to the achievement of relative TSR performance and relative LTI EPS growth goals, weighted equally, over a three-year performance period of January 1, 2024 to December 31, 2026. The table below illustrates the manner in which: (a) the overall mix of target total direct compensation was allocated between variable at-risk and fixed elements for each NEO; (b) variable at-risk compensation was allocated between annual and long-term incentives; and (c) target total direct compensation was allocated between cash and equity. Variable at-risk pay is generated from shareholder funds and is not included in the rates of Consumers’ electric and gas customers.

  45. All Other NEOs

    | (1) For purposes of these tables, (i) total direct compensation includes the sum of actual base salary, Annual Incentive Plan target amount and the market value determined on the date of grant (assuming performance-based restricted stock at target and excluding dividend equivalents) of the Stock Plan equity awards and (ii) Annual Incentive Plan and Stock Plan equity award values are each shown at target. |

  46. All Other NEOs

    | (2) Amounts in this column represent Annual Incentive Plan plus Stock Plan equity award value (performance and tenure) divided by total direct compensation. |

  47. All Other NEOs

    | (4) Amounts in this column represent Annual Incentive Plan divided by Annual Incentive Plan plus Stock Plan equity award value. |

  48. All Other NEOs

    | (5) Amounts in this column represent Stock Plan equity award value divided by Annual Incentive Plan plus Stock Plan equity award value. |

  49. All Other NEOs

    | (6) Amounts in this column represent base salary plus Annual Incentive Plan divided by total direct compensation. |

  50. All Other NEOs

    | (7) Amounts in this column represent Stock Plan equity award value divided by total direct compensation. |

  51. Be Fair and Competitive

    | • | officers of the Compensation Peer Group (as well as other market data as described above), as a means to measure external competitiveness and |

  52. 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 2024 included comparable revenue (with 2023 revenues ranging from approximately .39x to 2.24x CMS), relevant industry characteristics, business mix (revenue mix between regulated and non-regulated operations) and availability of compensation and financial performance data. The 2024 Compensation Peer Group is composed of the companies set forth below. The 2024 Compensation Peer Group is unchanged from the Compensation Peer Group used to evaluate 2023 compensation decisions.

  53. 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 Inc. | | CenterPoint Energy, Inc. | Hawaiian Electric Industries, Inc. | Sempra | | Consolidated Edison, Inc. | NiSource Inc. | WEC Energy Group, Inc. | | DTE Energy Company | OGE Energy Corp. | Xcel Energy Inc. |

  54. 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 2024 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.

  55. Competitive Data

    | CMS ENERGY 2025 PROXY STATEMENT | 32 |

  56. Competitive Data

    For awards made in 2024, 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 2024 LTI grant dates, the Performance Peer Group consisted of the following companies:

  57. Competitive Data

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

  58. Cash Compensation

    Cash Compensation Cash compensation is paid in the form of base salary and annual incentive. Our 2024 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 31% for the CEO and 42% 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 2023 and 2024 were as follows:

  59. Cash Compensation

    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 2024, 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 and 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 2024 by the Compensation Committee. In determining the payout ranges of incentives, the following factors were considered:

  60. Cash Compensation

    | • | the relative importance, in any given year, of each performance goal established pursuant to the Annual Incentive Plan; and |

  61. Cash Compensation

    | • | the advice of the compensation consultant as to compensation practices at other companies in the Compensation Peer Group and within the utility industry. |

  62. Cash Compensation

    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 0.8% (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. The Target Award Percentages for officers are determined annually by the Compensation Committee as discussed above. Target Award Percentages of base salary for NEOs in 2024 remained unchanged from the Target Award Percentages of base salary for NEOs in 2023, unless otherwise noted below. Target Award Percentages for 2024 were as follows:

  63. Cash Compensation

    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 2024, 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:

  64. Cash Compensation

    | • | large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS; |

  65. Plan Performance Results

    | | Payout Range | Target (1) | Actual (GAAP) Results | Annual Incentive Results | Payout Achievement (%) | | Annual Incentive EPS | $3.17 -$3.51 | $3.29 | $3.33 | $3.34 | 136% |

  66. Plan Performance Results

    | (1) 2024 Annual Incentive EPS goal is higher than 2023 results. |

  67. Plan Performance Results

    2024 Annual Incentive EPS was $3.34 which is above the target of $3.29, resulting in achievement of a 133% 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 2024 Annual Incentive Plan

  68. Plan Performance Results

    Annual Incentive Utility results are shown in the chart above, resulting in achievement of a 124% payout for this metric. Total payout for the 2024 Annual Incentive Plan, which the Committee determined did not warrant adjustment, was:

  69. Plan Performance Results

    | | Payout Achievement (%) | | Annual Incentive EPS | 95% (136% achievement X 70% weighting) | | Annual Incentive Utility | 37% (124% achievement X 30% weighting) | | Total Payout | 133% |

  70. 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 2024 and consistent with prior years, 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. 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, 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.

  71. Equity Compensation

    | CMS ENERGY 2025 PROXY STATEMENT | 36 |

  72. Equity Compensation

    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 relative to the Performance Peer Group, each weighted equally, utilizing the following performance schedule:

  73. Equity Compensation

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

  74. 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 2024 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:

  75. Equity Compensation

    | • | gains or losses on asset sales which have been excluded from adjusted EPS or are greater than or equal to 2% of adjusted EPS; |

  76. Equity Compensation

    | • | changes in accounting principles resulting from new or revised accounting standards not included in the budget; |

  77. Equity Compensation

    | • | large restructuring and severance expenses greater than $5 million or equal to $0.01 of EPS; |

  78. Equity Compensation

    | • | 3rd party costs related to the Business Optimization initiative (greater or equal to $0.01 of EPS); |

  79. Equity Compensation

    | • | legal and settlement costs or gains related to previously sold assets; |

  80. Equity Compensation

    | • | regulatory recovery for prior year changes; |

  81. Equity Compensation

    | • | changes in legacy tax reform; |

  82. Equity Compensation

    | • | changes in federal tax policy; and |

  83. Equity Compensation

    | • | unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to NorthStar Clean Energy Company’s interest expense. |

  84. Equity Compensation

    | CMS ENERGY 2025 PROXY STATEMENT | 37 |

  85. Equity Compensation

    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 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 LTI 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, at the 38th percentile. Our LTI EPS growth for the three-year performance period was 26% while the median EPS growth for our Performance Peer Group was 13%, placing CMS, by comparison, at the 82nd percentile. This resulted in performance-based restricted stock awards vesting at 71.1% for TSR and 180.4% for LTI EPS growth. In 2025, the performance-based restricted stock awards granted in 2022 completed the three-year performance period (January 2022 to December 2024) and service requirements. The 2022 performance-based restricted stock awards vested based upon our relative TSR and EPS growth performance. Our TSR for the three-year performance period was 15% while the median TSR for our Performance Peer Group was 13%, placing CMS, by comparison, in the 52nd percentile, resulting in a vesting level of 105.3% of target. Our EPS growth for the three-year performance period was 26%. Our EPS growth for the three-year performance period (January 1, 2022 to December 31, 2024) relative to the Performance Peer Group is not expected to be known until after March 21, 2025. 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 2024 equity target awards as compared to 2023 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:

  86. Equity Compensation

    | • | re-pricing of stock options by reducing the exercise price; |

  87. Equity Compensation

    | • | buy-backs; and |

  88. Equity Compensation

    | • | cancellation of previously granted stock options and subsequent re-grant at a lower exercise price than the canceled stock option. |

  89. 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, 2024, 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.

  90. 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 2024 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.

  91. Management’s Role

    | • | recommending performance measures and metrics that are formulated based on our corporate strategy and priorities; |

  92. Management’s Role

    | • | recommending base salary levels and other compensation, including equity awards; and |

  93. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains compensation information for the NEOs of CMS and Consumers for 2024 and 2023, and to the extent required by SEC executive compensation disclosure rules, 2022.

  94. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE

  95. 2024 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 | 2024 | 1,250,000 | 6,651,245 | 2,078,125 | 261 | 421,778 | 10,401,409 | | | 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 | | Rejji P. Hayes Executive Vice President and CFO, CMS and Consumers | 2024 | 810,000 | 2,082,626 | 861,840 | — | 256,918 | 4,011,384 | | | 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 | | Brandon J. Hofmeister Senior Vice President, Sustainability and External Affairs, CMS and Consumers | 2024 | 545,000 | 905,858 | 471,152 | — | 139,267 | 2,061,277 | | | 2023 | 535,000 | 877,706 | 438,165 | — | 143,337 | 1,994,208 | | | 2022 | 525,000 | 810,105 | 491,400 | — | 114,174 | 1,940,679 | | Shaun M. Johnson General Counsel and Senior Vice President, Business Optimization, CMS and Consumers | 2024 | 620,000 | 1,249,550 | 618,450 | — | 160,576 | 2,648,576 | | | 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 | | LeeRoy Wells Jr. (6) Senior Vice President, Operations, CMS and Consumers | 2024 | 575,000 | 1,067,357 | 573,562 | — | 135,586 | 2,351,505 | | | 2023 | 545,000 | 955,139 | 480,690 | — | 132,003 | 2,112,832 | | | 2022 | — | — | — | — | — | — |

  96. 2024 SUMMARY COMPENSATION TABLE

    | (1) The amounts reported in this column include amounts deferred by the NEOs. |

  97. 2024 SUMMARY COMPENSATION TABLE

    | (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 2022, 2023 and 2024 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, 2024, 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. |

  98. 2024 SUMMARY COMPENSATION TABLE

    The 2024 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 $2,395,316 for Rochow, $750,015 for Hayes, $326,226 for Hofmeister, $449,986 for Johnson and $384,380 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 $4,790,631 for Rochow, $1,500,029 for Hayes, $652,452 for Hofmeister, $899,972 for Johnson and $768,759 for Wells Jr.

  99. 2024 SUMMARY COMPENSATION TABLE

    | (3) The amounts reported in this column for 2024 consist of cash incentive awards earned in 2024 under our Annual Incentive Plan. |

  100. 2024 SUMMARY COMPENSATION TABLE

    | (4) This column does not reflect compensation paid to the NEO but instead represents the aggregate annual increase, as of December 31, 2022, December 31, 2023 and December 31, 2024, 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, 2024, for a discussion of the relevant assumptions used in determining these amounts. Rochow was covered by the Cash Balance Plan. |

  101. 2024 SUMMARY COMPENSATION TABLE

    | (5) Detail supporting all other compensation for 2024 is reflected in the 2024 All Other Compensation Table, below. |

  102. 2024 SUMMARY COMPENSATION TABLE

    | (6) Wells Jr. was not a NEO prior to 2023. |

  103. 2024 SUMMARY COMPENSATION TABLE

    | CMS ENERGY 2025 PROXY STATEMENT | 43 |

  104. 2024 ALL OTHER COMPENSATION TABLE

    | | Registrant Contributions to Employees’ Savings Plan and DCCP | Registrant Contributions to Nonqualified Deferred Compensation Plans (1) | Life Insurance Premium | Executive Physical (2) | Total | | Name | ($) | ($) | ($) | ($) | ($) | | Garrick J. Rochow | 42,202 (3) | 373,812 (4) | 1,764 | 4,000 | 421,778 | | Rejji P. Hayes | 41,034 (5) | 210,470 (6) | 1,414 | 4,000 | 256,918 | | Brandon J. Hofmeister | 41,248 (7) | 93,067 (8) | 952 | 4,000 | 139,267 | | Shaun M. Johnson | 40,850 (9) | 114,643 (10) | 1,083 | 4,000 | 160,576 | | LeeRoy Wells Jr. | 42,262 (11) | 88,319 (12) | 1,005 | 4,000 | 135,586 |

  105. 2024 ALL OTHER COMPENSATION TABLE

    | (1) The amounts reflected in this column are also disclosed in the subsequent 2024 Nonqualified Deferred Compensation Table (column (c)). |

  106. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table summarizes non-equity and equity awards made to the NEOs during 2024.

  107. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    2024 GRANTS OF PLAN-BASED AWARDS TABLE

  108. 2024 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) ($) (j) | | Name (a) | Grant Date (b) | Approval Date | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Garrick J. Rochow | 1/25/2024 | 1/24/2024 | — | — | — | 42,425 | 84,850 | 169,700 | — | 5,054,387 | | | 1/25/2024 | 1/24/2024 | — | — | — | — | — | — | 28,283 | 1,596,858 | | | — | — | 12,500 | 1,562,500 | 3,007,813 | — | — | — | — | — | | Rejji P. Hayes | 1/25/2024 | 1/24/2024 | — | — | — | 13,284 | 26,568 | 53,136 | — | 1,582,616 | | | 1/25/2024 | 1/24/2024 | — | — | — | — | — | — | 8,856 | 500,010 | | | — | — | 5,184 | 648,000 | 1,247,400 | — | — | — | — | — | | Brandon J. Hofmeister | 1/25/2024 | 1/24/2024 | — | — | — | 5,778 | 11,556 | 23,112 | — | 688,374 | | | 1/25/2024 | 1/24/2024 | — | — | — | — | — | — | 3,852 | 217,484 | | | — | — | 2,834 | 354,250 | 681,931 | — | — | — | — | — | | Shaun M. Johnson | 1/25/2024 | 1/24/2024 | — | — | — | 7,970 | 15,940 | 31,880 | — | 949,522 | | | 1/25/2024 | 1/24/2024 | — | — | — | — | — | — | 5,314 | 300,028 | | | — | — | 3,720 | 465,000 | 895,125 | — | — | — | — | — | | LeeRoy Wells Jr. | 1/25/2024 | 1/24/2024 | — | — | — | 6,808 | 13,616 | 27,232 | — | 811,085 | | | 1/25/2024 | 1/24/2024 | — | — | — | — | — | — | 4,539 | 256,272 | | | — | — | 3,450 | 431,250 | 830,156 | — | — | — | — | — |

  109. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) These amounts consist of cash awards under our Annual Incentive Plan. For each NEO, the payment was 133% of target and is reported as Non-Equity Incentive Plan Compensation in the 2024 Summary Compensation Table. These cash awards were granted and earned in 2024, with the payouts approved by the Compensation Committee in late January 2025 and the awards paid in March 2025. |

  110. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) These awards consist of the performance-based restricted stock awarded under our Stock Plan. Seventy-five percent (75%) of the 2024 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, 2024 to December 31, 2026 performance period. |

  111. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) These awards consist of the remaining 25% of the 2024 annual restricted stock awards awarded under our Stock Plan that vest based upon tenure only on the three-year anniversary of the award date. |

  112. 2024 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, 2024, for a discussion of the relevant assumptions used in calculating these amounts pursuant to ASC 718. |

  113. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | CMS ENERGY 2025 PROXY STATEMENT | 46 |

  114. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    The following tables provide information regarding unvested restricted stock awards for each of the NEOs on December 31, 2024.

  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 TABLES

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 TABLES

  116. Outstanding Equity Awards – Garrick J. Rochow

    Outstanding Equity Awards – Garrick J. Rochow

  117. Outstanding Equity Awards – Garrick J. Rochow

    | | 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) | | 1/27/2022-1/29/2025 | — | — | — | — | 20,573 | 1,371,190 | — | — | | 1/27/2022-1/29/2025 (1) | — | — | — | — | 35,689 | 2,378,672 | — | — | | 1/27/2022-3/21/2025 (2) | — | — | — | — | 67,786 | 4,517,937 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | 23,393 | 1,559,143 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 56,210 | 3,746,397 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 74,946 | 4,995,151 | | 1/25/2024-1/25/2027 | — | — | — | — | 28,283 | 1,885,062 | — | — | | 1/25/2024-1/25/2027 | — | — | — | — | — | — | 65,705 | 4,379,238 | | 1/25/2024-3/25/2027 | — | — | — | — | — | — | 87,606 | 5,838,940 |

  118. Outstanding Equity Awards – Rejji P. Hayes

    Outstanding Equity Awards – Rejji P. Hayes

  119. 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) | | 1/27/2022-1/29/2025 | — | — | — | — | 6,726 | 448,288 | — | — | | 1/27/2022-1/29/2025 (1) | — | — | — | — | 11,668 | 777,672 | — | — | | 1/27/2022-3/21/2025 (2) | — | — | — | — | 22,162 | 1,477,097 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | 7,507 | 500,342 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 18,038 | 1,202,233 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 24,050 | 1,602,933 | | 1/25/2024-1/25/2027 | — | — | — | — | 8,856 | 590,252 | — | — | | 1/25/2024-1/25/2027 | — | — | — | — | — | — | 20,574 | 1,371,257 | | 1/25/2024-3/25/2027 | — | — | — | — | — | — | 27,432 | 1,828,343 |

  120. Outstanding Equity Awards – Rejji P. Hayes

    | CMS ENERGY 2025 PROXY STATEMENT | 47 |

  121. Outstanding Equity Awards – Brandon J. Hofmeister

    Outstanding Equity Awards – Brandon J. Hofmeister

  122. 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 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) | | 1/27/2022-1/29/2025 | — | — | — | — | 3,165 | 210,947 | — | — | | 1/27/2022-1/29/2025 (1) | — | — | — | — | 5,491 | 365,975 | — | — | | 1/27/2022-3/21/2025 (2) | — | — | — | — | 10,430 | 695,160 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | 3,403 | 226,810 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 8,178 | 545,064 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 10,904 | 726,752 | | 1/25/2024-1/25/2027 | — | — | — | — | 3,852 | 256,736 | — | — | | 1/25/2024-1/25/2027 | — | — | — | — | — | — | 8,949 | 596,451 | | 1/25/2024-3/25/2027 | — | — | — | — | — | — | 11,932 | 795,268 |

  123. Outstanding Equity Awards – Shaun M. Johnson

    Outstanding Equity Awards – Shaun M. Johnson

  124. 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) | | 1/27/2022-1/29/2025 | — | — | — | — | 3,165 | 210,947 | — | — | | 1/27/2022-1/29/2025 (1) | — | — | — | — | 5,491 | 365,975 | — | — | | 1/27/2022-3/21/2025 (2) | — | — | — | — | 10,430 | 695,160 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | 3,904 | 260,202 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 9,389 | 625,777 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 12,518 | 834,325 | | 1/25/2024-1/25/2027 | — | — | — | — | 5,314 | 354,178 | — | — | | 1/25/2024-1/25/2027 | — | — | — | — | — | — | 12,344 | 822,728 | | 1/25/2024-3/25/2027 | — | — | — | — | — | — | 16,458 | 1,096,926 |

  125. Outstanding Equity Awards – Shaun M. Johnson

    | CMS ENERGY 2025 PROXY STATEMENT | 48 |

  126. Outstanding Equity Awards – Shaun M. Johnson

    Outstanding Equity Awards – LeeRoy Wells Jr.

  127. 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) | | 1/27/2022-1/29/2025 | — | — | — | — | 2,869 | 191,219 | — | — | | 1/27/2022-1/29/2025 (1) | — | — | — | — | 4,974 | 331,517 | — | — | | 1/27/2022-3/21/2025 (2) | — | — | — | — | 9,448 | 629,709 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | 3,704 | 246,872 | — | — | | 1/26/2023-1/26/2026 | — | — | — | — | — | — | 8,900 | 593,185 | | 1/26/2023-3/26/2026 | — | — | — | — | — | — | 11,866 | 790,869 | | 1/25/2024-1/25/2027 | — | — | — | — | 4,539 | 302,524 | — | — | | 1/25/2024-1/25/2027 | — | — | — | — | — | — | 10,545 | 702,824 | | 1/25/2024-3/25/2027 | — | — | — | — | — | — | 14,060 | 937,099 |

  128. Outstanding Equity Awards – Shaun M. Johnson

    | (1) Included in column (f) are the 2022 performance-based restricted stock awards, which vested based on a comparison of TSR to the Performance Peer Group over January 1, 2022 through December 31, 2024 performance period and recipient’s continued service through January 29, 2025. Because the performance period concluded as of December 31, 2024, these awards are reported in column (f) as they remained subject to post-performance period tenure-based vesting requirements as of December 31, 2024. The number of shares reflects the actual shares earned based on the payout percentage achieved of 105.3%. |

  129. Outstanding Equity Awards – Shaun M. Johnson

    | (2) Included in column (f) are the 2022 performance-based restricted stock awards, which vest based on a comparison of EPS growth to the Performance Peer Group over the January 1, 2022 through December 31, 2024 performance period and the recipient’s continued service through March 21, 2025. Because the performance period concluded as of December 31, 2024, these awards are reported in column (f) as they remained subject to post-performance period tenure-based vesting requirements as of December 31, 2024. The Compensation Committee will not be able to determine performance until after March 21, 2025. For purposes of this table, we have included the awards based on 200% of the target level awarded. |

  130. Outstanding Equity Awards – Shaun M. Johnson

    | (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 150% percentage level for 2024 TSR shares and 2023 TSR shares, and at the 200% percentage level for 2024 EPS shares and 2023 EPS shares awarded under the Stock Plan. |

  131. Outstanding Equity Awards – Shaun M. Johnson

    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.

  132. Outstanding Equity Awards – Shaun M. Johnson

    | (4) Calculated based upon the year-end closing price of CMS common stock of $66.65 per share. |

  133. Outstanding Equity Awards – Shaun M. Johnson

    | (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. |

  134. Outstanding Equity Awards – Shaun M. Johnson

    | (6) The performance vesting period for each performance-based grant is as follows: |

  135. Outstanding Equity Awards – Shaun M. Johnson

    2022: 1/1/2022 – 12/31/2024

  136. Outstanding Equity Awards – Shaun M. Johnson

    | CMS ENERGY 2025 PROXY STATEMENT | 49 |

  137. 2024 Stock Vested

    2024 Stock Vested The following table provides information concerning the vesting of stock during 2024 for each NEO.

  138. 2024 STOCK VESTED TABLE

    2024 STOCK VESTED TABLE

  139. 2024 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 | — | — | 101,455 | 5,874,904 | | Rejji P. Hayes | — | — | 49,187 | 2,848,245 | | Brandon J. Hofmeister | — | — | 14,275 | 826,617 | | Shaun M. Johnson | — | — | 14,275 | 826,617 | | LeeRoy Wells Jr. | — | — | 10,986 | 636,161 |

  140. 2024 STOCK VESTED TABLE

    | (1) The value realized is based upon the CMS common stock closing price of $56.44 on January 19, 2024 and $58.97 on March 22, 2024. TSR for the three-year period from January 2021 to December 2023 was 7% while the median TSR for the Performance Peer Group was 12% resulting in the performance-based restricted stock vesting at 71.1% of target on January 19, 2024. Our EPS growth for the three-year period from January 2021 to December 2023 was 26% while the median EPS growth for the Performance Peer Group was 13% resulting in the performance-based restricted stock vesting at 180.4% of target on March 22, 2024. |

  141. 2024 Pension Benefits

    2024 Pension Benefits The following table provides information concerning defined benefit plans as of December 31, 2024 for each participating NEO. The only NEO who participated in a defined benefit plan as of December 31, 2024 was Rochow.

  142. 2024 PENSION BENEFITS TABLE

    2024 PENSION BENEFITS TABLE

  143. 2024 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 | 5,968 | — | | 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 |

  144. 2024 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 2024 All Other Compensation Table and the 2024 Nonqualified Deferred Compensation Table and the corresponding footnotes for details regarding the other plans in which Rochow participates. |

  145. 2024 PENSION BENEFITS TABLE

    | (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 2024 All Other Compensation Table and the 2024 Nonqualified Deferred Compensation Table and the corresponding footnotes for details regarding the plans in which Hayes, Hofmeister, Johnson and Wells Jr. participate. |

  146. 2024 PENSION BENEFITS TABLE

    | CMS ENERGY 2025 PROXY STATEMENT | 50 |

  147. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table contains nonqualified deferred compensation information for the NEOs for 2024.

  148. 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

  149. 2024 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 | 241,800 | 54,300 | 155,184 | — | 1,504,776 | | | DC SERP | — | 319,512 | 229,412 | — | 2,224,545 | | Rejji P. Hayes | DSSP | 27,900 | 27,900 | 33,789 | — | 333,445 | | | DC SERP | — | 182,570 | 171,372 | — | 1,691,148 | | Brandon J. Hofmeister | DSSP | 12,000 | 12,000 | 23,673 | — | 157,670 | | | DC SERP | — | 81,067 | 107,310 | — | 714,705 | | Shaun M. Johnson | DSSP | 16,500 | 16,500 | 22,169 | — | 199,482 | | | DC SERP | — | 98,143 | 83,953 | — | 755,446 | | LeeRoy Wells Jr. | DSSP | — | — | 1,532 | — | 13,917 | | | DC SERP | — | 88,319 | 51,564 | — | 468,419 |

  150. 2024 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 2024 All Other Compensation Table. |

  151. 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    | (2) This compensation is also reflected in the 2024 Summary Compensation Table — Salary column. |

  152. 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    | (3) This compensation is also reflected in the 2024 Summary Compensation Table — All Other Compensation column. |

  153. 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    | (4) The following DSSP and DC SERP executive and registrant contributions were previously reported as compensation in the Summary Compensation Tables for 2023 and 2022, respectively: Rochow $617,450 / $484,293; Hayes $191,227 / $199,994; Hofmeister $111,081 / $86,639; Johnson $126,925 / $92,625 and Wells Jr. $86,213 / N/A. |

  154. 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)

    | CMS ENERGY 2025 PROXY STATEMENT | 51 |

  155. Narrative to 2024 Nonqualified Deferred Compensation Table

    Narrative to 2024 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 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, which was most recently amended effective as of January 1, 2024, employees with a title of executive director or above (and certain other employees) 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 contributions in an amount ranging between 5% and 15% (depending on position and hire/promotion date) of each employee’s regular earnings up to the IRC annual compensation limit, employee regular earnings in excess of the IRC annual compensation limit, and awards earned 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. each receive contributions under the DC SERP equal to 10% of regular earnings (above and below the IRC annual compensation limit) and 10% of awards earned under the Annual Incentive Plan, while Hayes receives contributions under the DC SERP equal to 10% of regular earnings below the IRC annual compensation limit, 15% of regular earnings above the IRC annual compensation limit, and 15% of his award under the Annual Incentive Plan. 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).

  156. 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:

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

    | • | Officer Separation Agreements (“OS Agreements”) and |

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

    | • | Change-in-Control Agreements (“CIC Agreements”). |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 52 |

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

    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. 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:

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

    | • | the consummation of certain types of transactions, including mergers and the sale of all, or substantially all, of our assets; |

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

    | • | 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; |

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

    | • | 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 |

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

    | • | the liquidation or distribution of all or substantially all of our assets. |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 53 |

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

    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 31, 2024, 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 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.

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

    | CMS ENERGY 2025 PROXY STATEMENT | 54 |

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

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

  169. 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 2024 base salary | 2,187,500 | N/A | N/A | N/A | N/A | | One and one-half times 2024 base salary | N/A | 1,215,000 | 817,500 | 930,000 | 862,500 | | Unvested restricted stock awards (2) | 12,833,324 | 4,133,766 | 1,892,482 | 2,119,492 | 1,925,963 | | DC SERP benefit (3) | 1,515,847 | 1,268,593 | 537,959 | 572,480 | 402,568 | | TOTAL | 16,536,671 | 6,617,359 | 3,247,941 | 3,621,972 | 3,191,031 | | Change-in-Control Payments (4): | | | | | | | Two times 2024 base salary | 2,500,000 | 1,620,000 | 1,090,000 | 1,240,000 | 1,150,000 | | Two times incentive @ 100% 2024 performance target | 3,125,000 | 1,296,000 | 708,500 | 930,000 | 862,500 | | Pro-rata incentive based on service during year triggered | 1,562,500 | 648,000 | 354,250 | 465,000 | 431,250 | | DC SERP benefit (3) | 2,234,597 | 1,803,193 | 753,234 | 835,980 | 646,943 | | Medical Coverage Payment (5) | 43,167 | 43,167 | 43,167 | 43,167 | 43,167 | | Unvested restricted stock awards (2) | 14,609,747 | 4,694,048 | 2,139,243 | 2,442,345 | 2,209,936 | | TOTAL | 24,075,011 | 10,104,408 | 5,088,394 | 5,956,492 | 5,343,796 | | 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 | 1,562,500 | 648,000 | 354,250 | 465,000 | 431,250 | | Unvested restricted stock awards (2) | 12,833,324 | 4,133,766 | 1,892,482 | 2,119,492 | 1,925,963 | | TOTAL | 14,395,824 | 4,781,766 | 2,246,732 | 2,584,492 | 2,357,213 | | Death: | | | | | | | Pro-rata incentive based on service period in year triggered | 1,562,500 | 648,000 | 354,250 | 465,000 | 431,250 | | Unvested restricted stock awards (2) | 20,167,424 | 6,447,254 | 2,911,672 | 3,451,737 | 3,098,292 | | TOTAL | 21,729,924 | 7,095,254 | 3,265,922 | 3,916,737 | 3,529,542 |

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

    | (1) Reflects payments under OS Agreements. |

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

    | (2) Based upon the year-end closing price of CMS common stock of $66.65 per share. The performance-based restricted stock awards outstanding are valued based on target levels. |

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

    | (3) Rochow’s, Hayes', Hofmeister’s, Johnson’s and Wells Jr.’s DC SERP account balances would fully vest; their unvested balances are $1,515,847; $1,268,593; $537,959; $572,480 and $402,568, 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. |

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

    | (4) Pursuant to the CIC Agreements. |

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

    | (5) Pursuant to the CIC Agreement, Medical Coverage Payments include two years of company-paid medical expenses. |

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

    | (6) None of our NEOs were eligible for retirement as of December 31, 2024. |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 55 |

  177. 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.

  178. SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

    SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

  179. 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) | 123,074 | — | — | 4,168 | 14,501 | 7,577 | 149,320 |

  180. SUMMARY COMPENSATION TABLE – CMS MEDIAN EMPLOYEE

    | (1) Median employee occupies an exempt supervisor position in Michigan that requires extensive company or industry experience. |

  181. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

  182. 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) | 129,176 | — | — | — | 21,211 | 5,654 | 156,041 |

  183. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | (1) Median employee occupies a union welding position in Michigan that requires a high level of background knowledge and qualifications in multiple technical areas. |

  184. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    In determining the median employee for each of CMS and Consumers in 2024, our calculation included employees as of October 31, 2024, as follows:

  185. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | CMS, including Consumers | | Consumers | | | Full-time employees | 8,292 | Full-time employees | 8,058 | | Seasonal or temporary employees (1) | 39 | Seasonal or temporary employees (1) | 37 | | Part-time employees | 1 | Part-time employees | 1 | | Total employees | 8,332 | Total employees | 8,096 | | Average Tenure | 12.4 years | Average Tenure | 12.5 years |

  186. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | (1) Temporary employees include interns. There were no seasonal employees that were active as of October 31, 2024. |

  187. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    The Company switched to determining the median employee based on October 31, 2024 employee data to ease the administrative burden of gathering information for this calculation. All employees are U.S.-based with the majority of our employee population in Michigan. Total

  188. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | CMS ENERGY 2025 PROXY STATEMENT | 56 |

  189. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    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:

  190. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | • | salary for all full-time and part-time permanent employees, based on salary level in effect as of October 31, 2024 and hours worked during the year; |

  191. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | • | salary received in fiscal year 2024 for seasonal or temporary employees as of October 31, 2024; |

  192. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | • | annual incentive target values for performance year 2024; |

  193. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | • | grant date value of stock awards granted in fiscal year 2024; |

  194. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | • | relocation, housing and/or auto allowance paid in fiscal year 2024; and |

  195. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | • | reimbursement for Corporation-paid executive physical during fiscal year 2024. |

  196. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    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 2024 was calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K as prescribed for inclusion in the 2024 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 2024 Summary Compensation Table included in this Proxy Statement was used.

  197. SUMMARY COMPENSATION TABLE – CONSUMERS MEDIAN EMPLOYEE

    | CMS ENERGY 2025 PROXY STATEMENT | 57 |

  198. 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 SEC 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.

  199. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  200. 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) | | 2024 | 10,401,409 | N/A | 15,578,999 | N/A | 2,768,186 | 3,781,203 | 121 | 98 | 993 | 3.34 | | 2023 | 9,637,210 | N/A | 9,633,469 | N/A | 2,531,461 | 2,605,141 | 104 | 90 | 877 | 3.11 | | 2022 | 8,706,194 | N/A | 8,225,820 | N/A | 2,373,793 | 2,335,728 | 109 | 103 | 827 | 2.89 | | 2021 | 6,871,068 | N/A | 7,746,202 | N/A | 2,131,976 | 2,587,565 | 109 | 101 | 1,348 (7) | 2.65 | | 2020 | 2,615,131 | 7,898,536 | 3,401,723 | (13,653,262) (8) | 2,174,217 | 2,738,727 | 100 | 87 | 755 | 2.67 |

  201. PAY VERSUS PERFORMANCE TABLE

    | (1) The PEO and NEOs for the applicable years were as follows: |

  202. PAY VERSUS PERFORMANCE TABLE

    | • | 2024: Rochow served as the President and CEO of CMS and Consumers for the entirety of 2024 and the other NEOs of CMS and Consumers were: Hayes, Hofmeister, Johnson and Wells Jr. |

  203. PAY VERSUS PERFORMANCE TABLE

    | • | 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. |

  204. PAY VERSUS PERFORMANCE TABLE

    | • | 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. |

  205. PAY VERSUS PERFORMANCE TABLE

    | • | 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. |

  206. PAY VERSUS PERFORMANCE TABLE

    | • | 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. |

  207. PAY VERSUS PERFORMANCE TABLE

    | (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. The amount reported for 2022 has been updated as compared to the amount reported in the Proxy Statement filed in connection with the 2024 Annual Meeting due to an inadvertent typographical error. |

  208. PAY VERSUS PERFORMANCE TABLE

    | (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. |

  209. PAY VERSUS PERFORMANCE TABLE

    | (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. |

  210. 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 year ended December 31, 2024 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. |

  211. PAY VERSUS PERFORMANCE TABLE

    | CMS ENERGY 2025 PROXY STATEMENT | 58 |

  212. PAY VERSUS PERFORMANCE TABLE

    | (6) As noted in the Compensation Discussion and Analysis, for 2024, 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 Plan awards 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; 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. |

  213. PAY VERSUS PERFORMANCE TABLE

    | (7) 2021 net income includes the proceeds from the sale EnerBank, a one-time event excluded from adjusted EPS. |

  214. PAY VERSUS PERFORMANCE TABLE

    | (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. |

  215. PAY VERSUS PERFORMANCE TABLE

    | CMS ENERGY 2025 PROXY STATEMENT | 59 |

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

    RECONCILIATION OF COMPENSATION ACTUALLY PAID TO SUMMARY COMPENSATION TABLE TOTAL

  217. 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 | | | | | | | | | | | | | 2024 | 10,401,409 | (261) | — | (6,651,245) | 7,945,689 | 2,701,958 | — | 1,032,616 | — | 148,833 | 15,578,999 | | 2023 | 9,637,210 | (198) | — | (6,033,036) | 5,854,300 | (139,286) | — | 190,377 | — | 124,102 | 9,633,469 | | 2022 | 8,706,194 (12) | (107) | — | (5,265,456) | 5,158,376 | (658,176) | — | 203,643 | — | 81,346 | 8,225,820 | | 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) | | | | | | | | | | | | | 2024 | 2,768,186 | — | — | (1,326,348) | 1,584,541 | 529,072 | — | 225,752 | — | — | 3,781,203 | | 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 | | 2021 | 2,131,976 | — | — | (1,133,217) | 1,233,240 | 205,419 | — | 145,840 | — | 4,307 | 2,587,565 | | 2020 | 2,174,217 | (62,258) | 14,658 | (946,196) | 947,748 | 108,972 | — | 497,709 | — | 3,877 | 2,738,727 |

  218. 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. |

  219. 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. |

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

    | (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. |

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

    | (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. |

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

    | (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. |

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

    | (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. |

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

    | (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. |

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

    | (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. |

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

    | (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. |

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

    | (10) Represents cash dividends paid or accrued with respect to unvested equity awards during the applicable year. |

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

    | (11) See footnote 1 of the Pay Versus Performance Table for the NEOs included in the average for each year. |

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

    | (12) Updated from the amount reported in the Proxy Statement filed in connection with the 2024 Annual Meeting to correct an inadvertent typographical error. |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 60 |

  231. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR The following chart illustrates the relationship of CMS’ five-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.

  232. Compensation Actually Paid Versus TSR

    | CMS ENERGY 2025 PROXY STATEMENT | 61 |

  233. Compensation Actually Paid Versus TSR

    | * PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow. |

  234. 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.

  235. Compensation Actually Paid Versus Net Income

    | * PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow. |

  236. 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

  237. Compensation Actually Paid Versus Adjusted EPS

    | CMS ENERGY 2025 PROXY STATEMENT | 62 |

  238. Compensation Actually Paid Versus Adjusted EPS

    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.

  239. Compensation Actually Paid Versus Adjusted EPS

    | * PEO compensation for 2020 reflects the aggregated compensation of Poppe and Rochow. |

  240. 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 2024. 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 Plan awards and the LTI program. Our 2024 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.

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

    | • | Adjusted EPS (Annual Incentive) |

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

    | • | Relative EPS growth (LTI program) |

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

    | • | Relative TSR (LTI program) |

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

    | • | Stock price |

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

    | CMS ENERGY 2025 PROXY STATEMENT | 63 |