Cassandra Santos
DTE ENERGYAbout Cassandra Santos
Cassandra Santos (age 55) is an independent director of DTE Energy, elected by the Board effective February 6, 2025; she is currently Chief Technology Officer at Caliber (2025–present) with prior senior technology and operations roles at Asurion and AllianceBernstein . The proxy highlights her core credentials in technology and cybersecurity, automation/analytics-driven efficiency, and growth/process improvement; the Board identifies her as independent along with 10 of 11 other nominees (CEO excluded) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asurion, LLC | Chief Information Officer & SVP – Technology | 2021–2024 | Led technology strategy, data privacy/cybersecurity, and innovation initiatives . |
| AllianceBernstein | Head of Business Process Innovation, Automation & Workflow | 2019–2021 | Drove automation and process optimization to increase efficiency . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicom Group Inc. (NYSE: OMC) | Director | 2024–present | Committee service not disclosed in DTE proxy; also note another DTE director (Valerie M. Williams) serves on Omnicom’s board, creating a shared external board link . |
| DTE Energy Company (NYSE: DTE) | Director | Feb 6, 2025–present | Independent director; committee assignments for Ms. Santos not listed in the proxy’s biography, unlike other directors whose bios show committee memberships . |
Board Governance
- Independence: The Board affirmatively determined Ms. Santos is independent under DTE’s categorical standards; all committees are composed exclusively of independent directors .
- Committee assignments: Not specified for Ms. Santos in the proxy; other director bios list their committees, but her biography section does not, indicating assignments were not disclosed there as of March 13, 2025 .
- Attendance: The Board met seven times in 2024; all incumbent directors attended at least 82%, with eight at 100%. Ms. Santos joined in 2025, so no 2024 attendance data applies to her .
- Lead Independent Director and engagement: DTE maintains a Lead Independent Director who met in executive session with independent directors at six of seven 2024 Board meetings and participates in engagement with large shareholders .
- Tenure policy and board limits: Independent directors generally do not stand for election after age 75 absent Board waiver; directors employed by public companies are limited to not more than two public company boards, all others to not more than four .
Fixed Compensation (Non‑Employee Director Program – effective 2025)
| Component | Amount / Terms |
|---|---|
| Annual cash retainer | $120,000 per year . |
| Lead Independent Director retainer | $35,000 per year (if applicable) . |
| Committee chair retainers | $25,000 (Audit); $20,000 (Nuclear Review, Organization & Compensation, Corporate Governance, Finance, Public Policy & Responsibility) per year . |
| Meeting fees | Not specified; program relies on retainers . |
| Orientation/Mentor program | $1,250 quarterly for new member and $750 quarterly for mentor during orientation . |
| Payment/deferral | Cash or deferral into an unfunded plan (5‑year U.S. Treasury rate or phantom shares); expenses reimbursed; eligible for matching gift program . |
Performance Compensation (Equity for Directors)
| Award Type | Grant Value / Amount | Vesting / Payment | Notes |
|---|---|---|---|
| Initial restricted stock upon first election | 1,000 shares of DTE common stock | 3‑year vesting | Applies upon first election to the Board; Ms. Santos became a director Feb 6, 2025 . |
| Annual equity (phantom shares) | $160,000 per year | Phantom shares credited at annual meeting; 100% vested on grant with minimum 1‑year payment deferral; dividend equivalents reinvested | Number of phantom shares set by closing price on meeting date (e.g., 2024 grants to incumbents equated to 1,430 phantom shares at $111.91) . |
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Notes |
|---|---|---|---|
| Omnicom Group Inc. | Marketing/Advertising | Director (2024–present) | Shared external board with DTE director Valerie M. Williams (Omnicom director since 2016), creating a network link but not an SEC “compensation committee interlock” as defined in the proxy disclosures . |
| DTE Energy Company | Utilities | Director (Feb 6, 2025–present) | Independent director; committee assignments not listed in her bio . |
Expertise & Qualifications
- Technology and Cybersecurity: Strategic leadership in technology innovation, data privacy, and cybersecurity .
- Corporate Governance & Compliance: Expertise using automation and analytics to enhance efficiency and organizational design .
- Growth & Value Creation: Extensive experience improving business processes and pursuing strategic growth .
Equity Ownership
- Ownership guidelines: Non‑employee directors must own, within five years of initial election, stock equal to 2× (cash retainer + annual phantom stock value). Under the 2025 program, this equals $560,000 (4× the cash retainer) .
- Initial ownership requirement: Directors must own shares beginning no later than 30 days after election; common stock, time‑based restricted stock, and phantom shares count toward compliance .
- Hedging/pledging: Directors are expressly prohibited from hedging and pledging DTE securities, including holding in a margin account .
- As‑reported holdings baseline: The security ownership table is as of December 31, 2024 and does not list Ms. Santos (she joined Feb 6, 2025); her equity position will reflect the initial restricted stock grant (policy) and subsequent annual phantom grant post‑election per program terms .
Governance Assessment
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Strengths
- Independent director with deep technology/cybersecurity credentials aligned to Audit Committee oversight of cybersecurity risk and to grid modernization priorities; all committees are independent .
- Strong ownership alignment structure: sizable director stock ownership guideline ($560k within five years), initial restricted stock grant, annual phantom shares, and anti‑hedging/pledging policies .
- Board practices supportive of investor confidence: majority independent (11/12), Lead Independent Director with robust responsibilities and direct shareholder engagement; frequent executive sessions .
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Watch items / potential conflicts
- Shared external board with another DTE director (Valerie M. Williams) at Omnicom creates a network interlock; not per se a conflict, but worth monitoring for any related‑party transactions or cross‑board influence. No related‑party transaction involving Ms. Santos is identified in the proxy sections reviewed; DTE details its related‑party review framework and escalation/waiver protocols .
- Committee assignments for Ms. Santos were not specified in her biography, unlike other directors whose bios list committees; investors may seek clarity on her committee placement (e.g., Audit/Technology oversight) given her background .
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Shareholder sentiment signal
- Say‑on‑pay support was strong (96.2% approval in both 2024 and 2023), and the Lead Independent Director engages with large holders—positive for governance stability as Ms. Santos joins the Board .
Note: Ms. Santos was elected effective February 6, 2025; 2024 attendance and 2024 director compensation tables do not include her. Her compensation and ownership trajectory will follow the 2025 non‑employee director program (cash retainer, initial restricted stock, and annual phantom shares) and the five‑year ownership guideline .