Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-Based Compensation

Stock-Based Compensation

CMS Energy and Consumers provide a PISP to officers, employees, and non‑employee directors based on their contributions to the successful management of the company. The PISP has a ten-year term, expiring in May 2030.

In 2021, all awards were in the form of restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2021, 2020, or 2019.

Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5 million shares from June 2020 through May 2030. CMS Energy and Consumers may issue awards of up to 5,927,297 shares of common stock under the PISP as of December 31, 2021. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the PISP.

All awards under the PISP vest fully upon death. Upon a change of control of CMS Energy or termination under an officer separation agreement, the awards will vest in accordance with specific officer agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome of the performance condition. The pro-rata portion is equal to the portion of the service period served between the award grant date and the employee’s termination date. The remaining portion of the awards will be forfeited. All awards for directors vest fully upon retirement. Restricted shares may be forfeited if employment terminates for any other reason or if the minimum service requirements are not met, as described in the award document.

Restricted Stock Awards: Restricted stock awards for employees under the PISP are in the form of performance-based, market-based, and time-lapse restricted stock. Award recipients receive shares of CMS Energy common stock that have dividend and voting rights. The dividends on time-lapse restricted stock are paid in cash or in CMS Energy common stock. The dividends on performance-based and market-based restricted stock are paid in restricted shares equal to the value of the dividends. These additional restricted shares are subject to the same vesting conditions as the underlying restricted stock shares.

Performance-based restricted stock vesting is contingent on meeting at least a 36-month service requirement and a performance condition. The performance condition is based on an adjusted measure of CMS Energy’s EPS growth relative to a peer group over a three-year period. The awards granted in 2021, 2020, and 2019 require a 38-month service period. Market-based restricted stock vesting is generally contingent on meeting a three-year service requirement and a market condition. The market condition is based on a comparison of CMS Energy’s total shareholder return with the median total shareholder return of a peer group over the same three-year period. Depending on the outcome of the performance condition or the market condition, a recipient may earn a total award ranging from zero to 200 percent of the initial grant. Time-lapse restricted stock generally vests after a service period of three years.

Restricted Stock Units: In 2021, 2020, and 2019, CMS Energy and Consumers granted restricted stock units to certain non‑employee directors who elected to defer their restricted stock awards. The restricted stock units generally vest after a service period of one year or, if earlier, at the next annual meeting. The restricted stock units will be distributed to the recipients as shares in accordance with the directors’ deferral agreements. Restricted stock units do not have voting rights, but do have dividend rights. In lieu of cash dividend payments, the dividends on restricted stock units are paid in additional units equal to the value of the dividends. These additional restricted stock units are subject to the same vesting and

distribution conditions as the underlying restricted stock units. No restricted stock units were forfeited during 2021.

Presented in the following tables is the activity for restricted stock and restricted stock units under the PISP:

	CMS Energy, including Consumers				Consumers
Year Ended December 31, 2021	Number of Shares	Weighted-Average Grant Date Fair Value per Share			Number of Shares	Weighted-Average Grant Date Fair Value per Share
Nonvested at beginning of period	817,357		$	51.68	781,531		$	51.73
Granted
Restricted stock	547,201		43.52		517,141		42.85
Restricted stock units	13,867		54.11		13,093		53.93
Vested
Restricted stock	(408,011)		29.46		(388,009)		29.55
Restricted stock units	(15,577)		48.15		(14,891)		48.09
Forfeited – restricted stock	(22,264)		57.90		(21,780)		58.01
Nonvested at end of period	932,573		$	56.56	887,085		$	56.19

Year Ended December 31, 2021	CMS Energy, including Consumers	Consumers
Granted
Time-lapse awards	118,290	112,128
Market-based awards	143,843	135,638
Performance-based awards	143,843	135,638
Restricted stock units	11,725	11,035
Dividends on market-based awards	15,661	14,890
Dividends on performance-based awards	15,964	15,175
Dividends on restricted stock units	2,142	2,058
Additional market-based shares based on achievement of condition	59,736	56,505
Additional performance-based shares based on achievement of condition	49,864	47,167
Total granted	561,068	530,234

CMS Energy and Consumers charge the fair value of the restricted stock awards to expense over the required service period and charge the fair value of the restricted stock units to expense immediately. For performance-based awards, CMS Energy and Consumers estimate the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objective. Performance-based and market-based restricted stock awards have graded vesting features for retirement-eligible employees, and CMS Energy and Consumers recognize expense for those awards on a graded vesting schedule over the required service period. Expense for performance-based and market-based restricted stock awards for non‑retirement-eligible employees and time-lapse awards is recognized on a straight-line basis over the required service period.

The fair value of performance-based and time-lapse restricted stock and restricted stock units is based on the price of CMS Energy’s common stock on the grant date. The fair value of market-based restricted stock awards is calculated on the grant date using a Monte Carlo simulation. CMS Energy and Consumers

base expected volatilities on the historical volatility of the price of CMS Energy common stock. The risk-free rate for valuation of the market-based restricted stock awards was based on the three-year U.S. Treasury yield at the award grant date.

Presented in the following table are the most significant assumptions used to estimate the fair value of the market-based restricted stock awards:

Years Ended December 31	2021		2020		2019
Expected volatility	27.6	%	14.2	%	14.9	%
Expected dividend yield	2.8		2.4		2.8
Risk-free rate	0.2		1.6		2.5

Presented in the following table is the weighted-average grant-date fair value of all awards under the PISP:

In Millions
Years Ended December 31	2021			2020			2019
CMS Energy, including Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	43.52		$	45.56		$	43.57
Restricted stock units granted		54.11			49.76			50.35
Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	42.85		$	45.53		$	43.57
Restricted stock units granted		53.93			49.70			51.15

Presented in the following table are amounts related to restricted stock awards and restricted stock units:

In Millions
Years Ended December 31	2021			2020			2019
CMS Energy, including Consumers
Fair value of shares that vested during the year		$	25		$	22		$	26
Compensation expense recognized		22			11			22
Income tax benefit recognized		1			3			1
Consumers
Fair value of shares that vested during the year		$	24		$	21		$	25
Compensation expense recognized		21			10			21
Income tax benefit recognized		1			3			1

At December 31, 2021, $24.1 million of total unrecognized compensation cost was related to restricted stock for CMS Energy, including Consumers, and $22.9 million of total unrecognized compensation cost was related to restricted stock for Consumers. CMS Energy and Consumers expect to recognize this cost over a weighted-average period of two years.

Consumers Energy Company

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-Based Compensation

Stock-Based Compensation

CMS Energy and Consumers provide a PISP to officers, employees, and non‑employee directors based on their contributions to the successful management of the company. The PISP has a ten-year term, expiring in May 2030.

In 2021, all awards were in the form of restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2021, 2020, or 2019.

Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5 million shares from June 2020 through May 2030. CMS Energy and Consumers may issue awards of up to 5,927,297 shares of common stock under the PISP as of December 31, 2021. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the PISP.

All awards under the PISP vest fully upon death. Upon a change of control of CMS Energy or termination under an officer separation agreement, the awards will vest in accordance with specific officer agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome of the performance condition. The pro-rata portion is equal to the portion of the service period served between the award grant date and the employee’s termination date. The remaining portion of the awards will be forfeited. All awards for directors vest fully upon retirement. Restricted shares may be forfeited if employment terminates for any other reason or if the minimum service requirements are not met, as described in the award document.

Restricted Stock Awards: Restricted stock awards for employees under the PISP are in the form of performance-based, market-based, and time-lapse restricted stock. Award recipients receive shares of CMS Energy common stock that have dividend and voting rights. The dividends on time-lapse restricted stock are paid in cash or in CMS Energy common stock. The dividends on performance-based and market-based restricted stock are paid in restricted shares equal to the value of the dividends. These additional restricted shares are subject to the same vesting conditions as the underlying restricted stock shares.

Performance-based restricted stock vesting is contingent on meeting at least a 36-month service requirement and a performance condition. The performance condition is based on an adjusted measure of CMS Energy’s EPS growth relative to a peer group over a three-year period. The awards granted in 2021, 2020, and 2019 require a 38-month service period. Market-based restricted stock vesting is generally contingent on meeting a three-year service requirement and a market condition. The market condition is based on a comparison of CMS Energy’s total shareholder return with the median total shareholder return of a peer group over the same three-year period. Depending on the outcome of the performance condition or the market condition, a recipient may earn a total award ranging from zero to 200 percent of the initial grant. Time-lapse restricted stock generally vests after a service period of three years.

Restricted Stock Units: In 2021, 2020, and 2019, CMS Energy and Consumers granted restricted stock units to certain non‑employee directors who elected to defer their restricted stock awards. The restricted stock units generally vest after a service period of one year or, if earlier, at the next annual meeting. The restricted stock units will be distributed to the recipients as shares in accordance with the directors’ deferral agreements. Restricted stock units do not have voting rights, but do have dividend rights. In lieu of cash dividend payments, the dividends on restricted stock units are paid in additional units equal to the value of the dividends. These additional restricted stock units are subject to the same vesting and

distribution conditions as the underlying restricted stock units. No restricted stock units were forfeited during 2021.

Presented in the following tables is the activity for restricted stock and restricted stock units under the PISP:

	CMS Energy, including Consumers				Consumers
Year Ended December 31, 2021	Number of Shares	Weighted-Average Grant Date Fair Value per Share			Number of Shares	Weighted-Average Grant Date Fair Value per Share
Nonvested at beginning of period	817,357		$	51.68	781,531		$	51.73
Granted
Restricted stock	547,201		43.52		517,141		42.85
Restricted stock units	13,867		54.11		13,093		53.93
Vested
Restricted stock	(408,011)		29.46		(388,009)		29.55
Restricted stock units	(15,577)		48.15		(14,891)		48.09
Forfeited – restricted stock	(22,264)		57.90		(21,780)		58.01
Nonvested at end of period	932,573		$	56.56	887,085		$	56.19

Year Ended December 31, 2021	CMS Energy, including Consumers	Consumers
Granted
Time-lapse awards	118,290	112,128
Market-based awards	143,843	135,638
Performance-based awards	143,843	135,638
Restricted stock units	11,725	11,035
Dividends on market-based awards	15,661	14,890
Dividends on performance-based awards	15,964	15,175
Dividends on restricted stock units	2,142	2,058
Additional market-based shares based on achievement of condition	59,736	56,505
Additional performance-based shares based on achievement of condition	49,864	47,167
Total granted	561,068	530,234

CMS Energy and Consumers charge the fair value of the restricted stock awards to expense over the required service period and charge the fair value of the restricted stock units to expense immediately. For performance-based awards, CMS Energy and Consumers estimate the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objective. Performance-based and market-based restricted stock awards have graded vesting features for retirement-eligible employees, and CMS Energy and Consumers recognize expense for those awards on a graded vesting schedule over the required service period. Expense for performance-based and market-based restricted stock awards for non‑retirement-eligible employees and time-lapse awards is recognized on a straight-line basis over the required service period.

The fair value of performance-based and time-lapse restricted stock and restricted stock units is based on the price of CMS Energy’s common stock on the grant date. The fair value of market-based restricted stock awards is calculated on the grant date using a Monte Carlo simulation. CMS Energy and Consumers

base expected volatilities on the historical volatility of the price of CMS Energy common stock. The risk-free rate for valuation of the market-based restricted stock awards was based on the three-year U.S. Treasury yield at the award grant date.

Presented in the following table are the most significant assumptions used to estimate the fair value of the market-based restricted stock awards:

Years Ended December 31	2021		2020		2019
Expected volatility	27.6	%	14.2	%	14.9	%
Expected dividend yield	2.8		2.4		2.8
Risk-free rate	0.2		1.6		2.5

Presented in the following table is the weighted-average grant-date fair value of all awards under the PISP:

In Millions
Years Ended December 31	2021			2020			2019
CMS Energy, including Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	43.52		$	45.56		$	43.57
Restricted stock units granted		54.11			49.76			50.35
Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	42.85		$	45.53		$	43.57
Restricted stock units granted		53.93			49.70			51.15

Presented in the following table are amounts related to restricted stock awards and restricted stock units:

In Millions
Years Ended December 31	2021			2020			2019
CMS Energy, including Consumers
Fair value of shares that vested during the year		$	25		$	22		$	26
Compensation expense recognized		22			11			22
Income tax benefit recognized		1			3			1
Consumers
Fair value of shares that vested during the year		$	24		$	21		$	25
Compensation expense recognized		21			10			21
Income tax benefit recognized		1			3			1

At December 31, 2021, $24.1 million of total unrecognized compensation cost was related to restricted stock for CMS Energy, including Consumers, and $22.9 million of total unrecognized compensation cost was related to restricted stock for Consumers. CMS Energy and Consumers expect to recognize this cost over a weighted-average period of two years.