David Thomas
DTE ENERGYAbout David A. Thomas
David A. Thomas (age 68) is an independent director of DTE Energy, serving since 2013. He is President of Morehouse College (2018–present) and brings deep expertise in executive development, corporate inclusion, and governance. At DTE, he chairs the Public Policy & Responsibility Committee and serves on the Audit and Organization & Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morehouse College | President | 2018–present | Institutional leadership; public policy engagement |
| Harvard Business School | H. Naylor Fitzhugh Professor of Business Administration | 2016–2017; 1990–2011 | Executive development; research in diversity and inclusion |
| Georgetown University McDonough School of Business | Dean and William R. Berkeley Professor | 2011–2016 | Strategic leadership in management education |
| Wharton School of Finance | Assistant Professor of Management | 1986–1990 | Academic research and instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vanguard Family of Funds | Director | 2021–present | Oversight in mutual fund governance |
Board Governance
- Committee assignments: Audit Committee member; Public Policy & Responsibility Committee Chair; Organization & Compensation Committee member .
- Committee activity (2024): Audit (6 meetings), Public Policy & Responsibility (5), Organization & Compensation (4); full Board met seven times .
- Independence: Board affirmatively determined Thomas is independent under DTE’s categorical standards and NYSE rules; 11 of 12 nominees are independent .
- Attendance: All incumbent directors attended at least 82% of Board and committee meetings; eight directors had 100% attendance in 2024 .
- Executive sessions: Independent directors met in executive session at six of seven Board meetings in 2024; sessions chaired by the Lead Independent Director .
- Governance practices include majority vote for uncontested elections, annual director elections, proxy access, anti-hedging, and robust stock ownership guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $120,000 | Standard non-employee director cash retainer |
| Committee chair/member retainers | $15,000 | Reflected in Thomas’s fees earned; Public Policy & Responsibility Committee chair |
| New Member Orientation/Mentor | $0 | No amounts shown for Thomas |
| All other compensation | $305 | Insurance premiums and foundation matching |
| Total cash fees | $135,000 | Sum of retainer and chair/member fees |
| Equity grant (phantom shares) | $160,000 | Annual grant; 100% vested at grant; min 1-year payment deferral |
| Total 2024 director compensation | $295,305 | Cash + equity + other |
- Program updates effective Jan 1, 2025: Committee chair retainers set at $25,000 (Audit) and $20,000 (other committees); annual equity valued at $160,000; cash retainer $120,000; Lead Independent Director retainer $35,000 .
Performance Compensation
| Grant Detail | Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting / Deferral |
|---|---|---|---|---|---|
| Annual director equity | May 2, 2024 | Phantom shares | 1,430 | $160,000 | Fully vested at grant; minimum 1-year payment deferral |
| New director grant (policy) | Upon first election | Restricted stock | 1,000 | N/A | 3-year vesting (policy) |
- Phantom shares earn dividend equivalents reinvested; number granted is based on closing price at annual meeting date (2024: $111.91 per share) .
- DTE does not grant stock options to directors under current program; all equity awards have ≥1-year vesting by plan design .
Other Directorships & Interlocks
- Organization & Compensation Committee composition in 2024: Brandon (Chair), McGovern, Murray, Skaggs, Thomas; all independent .
- Compensation committee interlocks: None disclosed; no reciprocal board/committee relationships involving DTE executives that would create interlocks in 2024 .
- Board service limits: Directors employed by public companies limited to two public company boards; other directors limited to four .
Expertise & Qualifications
- Core credentials: Executive experience in higher education; expertise in executive development and strategic human resource management; leadership and research in corporate inclusion and diversity; governance service across corporate/civic/educational boards .
- Board skills matrix indicates strong contributions in culture, governance, strategy, and risk management (as summarized in director biography) .
Equity Ownership
| Holding Type | Amount (as of Dec 31, 2024) |
|---|---|
| Common stock | 2,068 |
| Phantom stock (equity plan) | 4,461 |
| Phantom stock (deferred fee plan) | — |
| Restricted stock (outstanding) | — |
- Stock ownership guidelines: Directors must own within five years shares equal to two times the sum of annual cash retainer plus annual phantom stock value; with 2025 program levels this equals $560,000. As of Dec 31, 2024, all directors with ≥5 years of service met the five-year requirement (Thomas has served since 2013) .
- Alignment safeguards: Explicit prohibition on hedging and pledging by directors and officers .
Governance Assessment
- Board effectiveness: Thomas chairs the Public Policy & Responsibility Committee, which oversees sustainability, regulatory strategy, political activity, DEI, and reputational risk—central to utility regulatory performance and ESG credibility. Committee met five times in 2024, indicating active oversight cadence .
- Financial oversight: As an Audit Committee member, he participates in oversight of financial reporting, internal controls, auditor independence, and cybersecurity risk; Audit met six times in 2024 .
- Pay governance: As an O&C Committee member, he helps oversee executive compensation design, clawbacks, independence of consultants, DEI policies, and succession planning .
- Independence and engagement: Formally independent; Board held seven meetings with high attendance; independent directors convened executive sessions in six of seven meetings—healthy governance practice .
- Ownership alignment: Holds common and phantom shares; subject to robust ownership guidelines and anti-hedging/pledging policies—positive alignment signals .
- Compensation structure: Mix favors equity (>$160k) over cash ($120k retainer) with additional chair/member fees; equity grants are time-based phantom shares with deferral feature, avoiding option-related risk and repricing red flags .
- RED FLAGS: None disclosed related to related-party transactions, pledging/hedging, option repricing, tax gross-ups, or committee interlocks. DTE’s policies and disclosures indicate strong governance controls .
Say-on-Pay and Shareholder Feedback
- Say-on-Pay approval: 96.2% approval at both 2024 and 2023 annual meetings, reflecting strong investor support for pay programs overseen by the O&C Committee .
- Engagement: Company conducted outreach with holders of ~44% of outstanding shares in 2024; Lead Independent Director participates in engagements with largest shareholders .
Related-Party Transactions and Conflicts
- Policy and review: Corporate Governance and Audit Committees review related-party transactions per defined standards; contributions to tax-exempt organizations below $1 million or 2% of revenues deemed non-material for independence .
- Disclosure: No related-party transactions involving Thomas disclosed in the proxy .
Compensation Peer Group (Context for O&C oversight)
- Peer groups used for executive compensation benchmarking (and director program review aligns to executive peer group). Utility-focused peers include major regulated utilities (e.g., Duke, Southern, CMS, Exelon, WEC, Xcel, etc.) .