David Brandon
DTE ENERGYAbout David A. Brandon
Independent director of DTE since 2010; age 72. Executive Chairman of Domino’s Pizza (2022–present) with prior CEO/Chairman experience at Domino’s, Toys “R” Us, and leadership at the University of Michigan Athletics Department. He is independent under DTE’s categorical standards and serves on Finance, Public Policy & Responsibility, and chairs the Organization & Compensation Committee .
Past Roles
| Organization | Role | Tenure | Notes/Context |
|---|---|---|---|
| Domino’s Pizza, Inc. | Executive Chairman | 2022–present | Public company executive role |
| Domino’s Pizza, Inc. | Non-Executive Chairman | 2011–2022 | Public company board leadership |
| Toys “R” Us, Inc. | Chairman & CEO | 2015–2018 | Company filed Chapter 11 in Sept 2017 |
| University of Michigan | Athletic Director | 2010–2014 | Senior leadership role |
| Domino’s Pizza, Inc. | Special Advisor | 2010–2011 | |
| Domino’s Pizza, Inc. | Chairman & CEO | 1999–2010 | CEO experience at scale |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Domino’s Pizza, Inc. | Director (current) | 1999–present | Also Executive Chairman since 2022 |
| MillerKnoll, Inc. | Director (former) | 2011–2023 | |
| Kaydon Corporation | Director (former) | 2004–2013 |
Board Governance
- Committee assignments: Chair, Organization & Compensation; Member, Finance; Member, Public Policy & Responsibility .
- Independence: Board determined Brandon is independent; 11 of 12 nominees independent (CEO/Chair is the sole non-independent) .
- Attendance: Board met seven times in 2024; all incumbent directors attended at least 82% of Board and relevant committee meetings; eight had 100% attendance. All 12 directors up for election attended the 2024 annual meeting .
- Committee activity cadence (2024): Finance 7 meetings; Organization & Compensation 4; Public Policy & Responsibility 5 .
- Compensation committee interlocks: O&C Committee (Brandon, Chair; McGovern; Murray; Skaggs; Thomas); no interlocks or insider participation in 2024 .
- Executive sessions: Independent directors met in executive session at six of seven Board meetings; led by the Lead Independent Director .
- Governance safeguards: Anti-hedging/anti-pledging policy for directors; robust stock ownership guidelines; majority vote standard; proxy access; annual elections; limits on outside board service (public-company-employed directors capped at two boards; others at four). Brandon’s two public boards (DTE and Domino’s) align with this limit .
Fixed Compensation (Director Pay)
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Board Cash Retainer | $120,000 | Standard cash retainer; Brandon elected to defer 100% of fees |
| Committee Chair Retainer | $20,000 | O&C Chair rate; included in Brandon’s $140,000 total fees |
| Total Fees Earned/Paid in Cash (Brandon) | $140,000 | Breakdown: $120,000 Board + $20,000 Chair |
| Annual Equity (Directors, 2024 grants) | $160,000 phantom shares | 1,430 phantom shares at $111.91; 100% vested at grant with ≥1-year payment deferral |
| 2025 Program (structure) | Cash retainer $120,000; Annual equity $160,000 phantom; Chair retainers $25k (Audit) / $20k (others); Lead Independent retainer $35k | Restricted stock of 1,000 shares upon first election (3-year vest) |
Performance Compensation (Directors)
| Element | Structure | Metrics | Vesting/Timing |
|---|---|---|---|
| Annual director equity | Phantom shares valued at $160,000 | None specified for directors (not performance-conditioned) | Phantom shares vest immediately at grant; payment deferred ≥1 year; dividend equivalents reinvested |
DTE’s performance metrics (EPS, Cash from Operations, safety, NPS, TSR, ROE) apply to executives, not directors; no director performance bonus structure is disclosed .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public boards | Domino’s Pizza, Inc. (Director; Executive Chairman) |
| Former public boards | MillerKnoll, Inc. (2011–2023); Kaydon Corporation (2004–2013) |
| Compensation committee interlocks | None in 2024 (O&C Committee disclosed; no reciprocal executive/director overlaps) |
| Board service limits | Employed-by-public-company directors limited to two public boards; Brandon’s roles (DTE, Domino’s) comply |
Expertise & Qualifications
- CEO experience; strategic finance/planning; executive compensation expertise; marketing/sales/customer relationships—highlighted in DTE’s skills grid for Brandon .
Equity Ownership
| Ownership Category | Amount | As-of Date | Notes |
|---|---|---|---|
| Common stock (beneficially owned) | 5,588 shares | Dec 31, 2024 | Includes directly held, restricted, and 401(k) plan shares |
| Phantom stock (total) | 19,269 shares | Dec 31, 2024 | From director plans (equity plan + deferred fee plan) |
| Outstanding equity awards detail | 4,461 phantom (equity plan); 14,808 phantom (deferred fee plan); 0 restricted stock | Dec 31, 2024 | As disclosed in outstanding awards table |
| Fee deferral election (2024) | 100% of director fees deferred | 2024 | Into the Directors’ Fee Deferral Plan |
| Ownership guidelines | 2x (cash retainer + annual equity); example: $560,000 under 2025 program | Policy | All directors with ≥5 years of service meet guideline; initial ownership required within 30 days of election |
| Hedging/pledging | Prohibited for directors | Policy | Anti-hedging and anti-pledging policies in force |
Governance Assessment
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Strengths and positive signals
- Independent director with deep CEO and compensation experience; chairs O&C Committee; consultant (Meridian) engaged independently by committee .
- Strong shareholder alignment indicators: robust director stock ownership guidelines; anti-hedge/anti-pledge; Brandon defers 100% of fees and holds material phantom equity .
- Shareholder support: Say-on-pay approval of 96.2% in 2023 and 2024, indicating investor confidence in O&C oversight .
- Board and committee attendance standards met (≥82%) amid a full committee workload (Finance 7; O&C 4; PP&R 5 meetings in 2024) .
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Potential risk considerations
- Time commitments: Executive Chairman of a public company (Domino’s) while chairing DTE’s O&C Committee; within DTE’s board service limits for public-company-employed directors (max two boards), but represents a notable workload intersection .
- Track record context: Led Toys “R” Us during pre-/post-Chapter 11 period (filed Sept 2017); useful restructuring experience but may draw investor scrutiny; disclosed in DTE biography .
- Tenure/refreshment: 15 years on the Board as of 2025; Board employs annual self-assessments and peer reviews; mandatory retirement guideline at 75 for independent directors unless waived (Brandon is 72) .
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Conflicts/related-party exposure
- Independence affirmed with no material relationships noted; related-party transaction oversight policies in place; anti-hedging/pledging policies reduce alignment risk .
Overall, Brandon brings seasoned CEO and compensation governance expertise with clear shareholder alignment through equity and fee deferral, strong say-on-pay outcomes, and compliance with board workload limits; investors should monitor time commitments and tenure/refreshment dynamics while noting the Board’s ongoing evaluation processes .