Charles McClure Jr.
DTE ENERGYAbout Charles G. McClure, Jr.
Independent director of DTE Energy since 2012; age 71; Managing Partner at Michigan Capital Advisors since 2014. Committee roles: Audit member, Corporate Governance member, and Chair of the Nuclear Review Committee; affirmed as independent by the Board. Past CEO roles at Meritor, Federal-Mogul, and Detroit Diesel establish deep operating and CEO credentials relevant to DTE’s risk, operations, and oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritor, Inc. | Chairman of the Board, CEO and President | 2004–2013 | Led global auto supplier; CEO experience and operational oversight |
| Federal-Mogul Corporation | CEO; President & COO | 2003–2004 (CEO); 2001–2003 (President/COO) | Turnaround and manufacturing operations leadership |
| Detroit Diesel Corporation | President & CEO | 1997–2000 | Engine manufacturing operations; supply chain |
| Michigan Capital Advisors | Managing Partner | 2014–present | Venture investor; strategic and financial governance expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Crane Co. | Director | 2017–present | Diversified industrial; public board governance |
| 3D Systems Inc. | Director | 2017–present | Industrial technology/3D printing; public board governance |
| Remy International, Inc. | Director | 2015 | Auto parts; prior public board |
| Meritor, Inc. | Director | 2004–2013 | Concurrent with CEO role |
Board Governance
- Independence, tenure, attendance:
- Affirmed independent; one of eleven independent nominees (92% independent). The Board met seven times in 2024; all incumbent directors attended at least 82% of Board/committee meetings and eight had 100% attendance. Independent directors met in executive session at six of seven Board meetings .
- Committee assignments and meeting cadence:
- Audit Committee (member; 6 meetings in 2024; cybersecurity, internal control, financial reporting oversight) .
- Corporate Governance Committee (member; 5 meetings in 2024; nominations, governance policies, board comp review) .
- Nuclear Review Committee (Chair; 6 meetings in 2024; non-management oversight of nuclear safety, performance, risk, regulatory changes) .
- Lead Independent Director/engagement:
- Lead Independent Director (Mark A. Murray) manages agendas, executive sessions, and shareholder engagement; independent directors held executive sessions at six of seven Board meetings in 2024 .
- Stock ownership policy and compliance:
- Directors must own stock equal to 2x (cash retainer + annual phantom stock) within five years; based on 2025 program, minimum $560,000. As of Dec 31, 2024, all directors with ≥5 years of service met the five-year requirement (McClure qualifies given tenure) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $120,000 | Standard non-employee director cash retainer |
| Committee Chair Retainer | $20,000 | Nuclear Review Chair (Nuclear Review chair fee = $20,000) |
| Orientation/Mentor Fees | $3,000 | New member orientation/mentor program fees |
| Fees Earned or Paid in Cash (Total) | $143,000 | Sum of components above |
| All Other Compensation | $494 | Insurance premiums and foundation matching gifts |
| Total Director Compensation (Cash + Other) | $143,494 | Excludes equity awards; see next section |
Program rates effective Jan 1, 2025: cash retainer $120,000; Lead Independent Director retainer $35,000; committee chair retainers $25,000 (Audit) and $20,000 (others); annual equity valued at $160,000 via phantom shares; initial 1,000 restricted stock upon first election (3-year vest) .
Performance Compensation
| Equity Component | Grant Detail | Vesting | Valuation |
|---|---|---|---|
| Phantom Shares (Annual) | $160,000 granted May 2, 2024 | 100% vested at grant with minimum one-year payment deferral | 1,430 phantom shares at $111.91 grant-date fair value |
| Restricted Stock (First election only) | 1,000 shares (3-year vest) | Time-based vesting; not annual | Applies only upon first election |
- Director equity is time-based (phantom shares and initial restricted stock), not tied to performance metrics. No option awards for directors are disclosed; equity plan requires minimum one-year vesting for awards generally .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock Risk |
|---|---|---|
| Current public boards | Crane Co.; 3D Systems Inc. | Industrial and tech exposure; no DTE-disclosed related-party transactions with these companies |
| Board limits policy | Directors employed by public companies capped at 2 boards; others capped at 4. McClure’s current total is within policy |
Expertise & Qualifications
- CEO/operating executive background across automotive and industrials; deep operational efficiency, safety culture, and board service. Nuclear oversight chair role aligns with risk stewardship; Audit membership supports financial and controls oversight (audit committee financial experts designated as Valerie M. Williams and James H. Vandenberghe) .
Equity Ownership
| Category | Amount |
|---|---|
| Common Stock | 1,000 shares |
| Phantom Stock (total) | 5,333 units |
| – Phantom Shares in Equity Plan | 4,461 units |
| – Phantom Shares in Deferred Fee Plan | 872 units |
| Restricted Stock | — (none outstanding as of year-end) |
- Phantom shares are vested at grant; directors may defer fees into phantom shares; dividend equivalents reinvested in phantom shares .
- Hedging and pledging of DTE securities are prohibited for directors and officers .
Insider Trades (Form 4)
| Date | Transaction | Quantity | Source |
|---|---|---|---|
| May 5, 2025 | Conversion/Exercise of derivative security | 1,000 | |
| 2024 filing | Form 4 (reporting person: MCCLURE CHARLES G) | — | |
| Historical examples | Form 4 filings (2012, 2013) | — |
Governance Assessment
- Alignment strengths:
- Independent director with significant CEO and operating experience; chairs Nuclear Review Committee (core reliability/safety oversight); serves on Audit and Corporate Governance. Board confirms independence and no material relationships; related-party transaction controls and committee reviews are established .
- Ownership alignment: meets rigorous director stock ownership guidelines given tenure; holds both common stock and phantom shares; company prohibits hedging/pledging, supporting investor alignment .
- Engagement and oversight: robust executive sessions; shareholder engagement program includes Lead Independent Director; high Say-on-Pay support (96.2% in 2023 and 2024) indicating investor confidence in governance/comp structures .
- Potential risks/considerations:
- Multi-board service should be monitored for time commitments; currently within policy limits .
- Audit Committee financial experts are designated as Williams and Vandenberghe, not McClure—appropriate given his operating focus; no red flag but clarifies expertise allocation .
- RED FLAGS:
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; Board states all incumbents met ≥82% attendance with eight at 100% and prohibits hedging/pledging .
Director Compensation Structure (Context)
| Element | Policy/Practice |
|---|---|
| Cash retainer | $120,000 annually (2025) |
| Committee chair fees | $25,000 (Audit); $20,000 (Nuclear Review, O&C, Corporate Governance, Finance, Public Policy & Responsibility) |
| Equity | Annual phantom shares valued at $160,000; initial 1,000 restricted stock on first election (3-year vest) |
| Deferral | Fees may be deferred into phantom shares or accrual at 5-year U.S. Treasury rate |
| Ownership guideline | ≥2x (cash retainer + phantom stock value) within five years; $560,000 under 2025 program; all 5+ year directors compliant as of Dec 31, 2024 |
Related Party Transactions and Conflicts Policy
- Policies require disclosure and committee review; categorical independence standards more stringent than NYSE; Board determined McClure independent with no material relationship. No specific related-party transaction for McClure disclosed in the latest proxy .
Say-on-Pay & Shareholder Feedback (Board-level signals)
- Say-on-Pay: 96.2% approval in each of 2023 and 2024; shareholder engagement covered ~44% of outstanding shares in 2024; Lead Independent Director participates in engagements with largest shareholders .
Overall, McClure’s governance profile shows strong independence, safety/nuclear oversight leadership, audit and governance contributions, and solid ownership alignment, with no disclosed conflicts or red flags in the latest proxy **[936340_0000936340-25-000081_dte-20250313.htm:16]** **[936340_0000936340-25-000081_dte-20250313.htm:21]** **[936340_0000936340-25-000081_dte-20250313.htm:28]** **[936340_0000936340-25-000081_dte-20250313.htm:33]** **[936340_0000936340-25-000081_dte-20250313.htm:35]** **[936340_0000936340-25-000081_dte-20250313.htm:36]** **[936340_0000936340-25-000081_dte-20250313.htm:37]**.