8-KLeadership ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Executive Changes (Mar 24, 2010)

Filed March 24, 2010For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) filed an 8-K on March 24, 2010, detailing significant executive and board leadership changes. David W. Joos is retiring as President and CEO of CMS Energy and Consumers Energy but will transition to a non-executive Chairman role for both boards effective May 21, 2010. This transition includes a new compensation package and equity awards for Mr. Joos, with specific provisions for his role and retirement. John G. Russell will assume the roles of President and CEO for CMS Energy and Consumers Energy on May 21, 2010, succeeding Mr. Joos. Mr. Russell, a long-time employee with extensive experience within the company, will also be nominated to join the boards. His compensation package includes a base salary of $900,000 and an increased incentive compensation target. The filing also notes the departure of three board directors due to retirement and mandatory age limits, with Philip R. Lochner, Jr. appointed as the presiding director.

Key Highlights

  • 1David W. Joos to retire as CEO of CMS Energy and Consumers Energy, transitioning to non-executive Chairman of the Board.
  • 2John G. Russell appointed as the new President and CEO of CMS Energy and Consumers Energy, effective May 21, 2010.
  • 3Mr. Russell's new role will include a base salary of $900,000 and a 100% target award under the incentive compensation plan.
  • 4David W. Joos will receive a minimum annual retainer of $120,000 as Chairman, along with board fees, retainers, and equity grants.
  • 5Mr. Joos will receive 100,000 shares of restricted stock with a waived forfeiture provision, subject to serving as Chairman for at least two years.
  • 6Three board directors (Ken Whipple, Joseph F. Paquette, Jr., and Percy A. Pierre) will not stand for re-election at the May 21, 2010 annual meeting.
  • 7Philip R. Lochner, Jr. will succeed Joseph F. Paquette, Jr. as the Board's presiding director.

Frequently Asked Questions

CMS Energy announced that David W. Joos is retiring as President and CEO of CMS Energy and Consumers Energy but will become non-executive Chairman of the Board. John G. Russell will succeed Mr. Joos as President and CEO of both companies.

The changes are scheduled to become effective on May 21, 2010, at the company's annual Board meeting.

John G. Russell will receive an annual base salary of $900,000 and his standard award percentage under the CMS Incentive Compensation Plan will increase to 100%.

Yes, three directors (Ken Whipple, Joseph F. Paquette, Jr., and Percy A. Pierre) will not be standing for re-election. Philip R. Lochner, Jr. will take over as the Board's presiding director.

Mr. Joos will receive a minimum annual retainer of $120,000 as Chairman, board meeting fees, an annual board retainer, and will be eligible for equity grants. He will also receive 100,000 shares of restricted stock with a waived forfeiture provision, provided he serves as Chairman for at least two years. His previous severance agreement will be terminated.