Deborah Byers

About Deborah L. Byers

Deborah L. Byers (age 63) is an independent director at DTE Energy, serving since 2023. She is the retired Americas Industry Leader at Ernst & Young LLP (2018–2022) and previously held senior leadership roles in EY’s energy, transactions, and regional management practices. Her core credentials include financial reporting expertise for complex organizations, audit leadership, and strategy development, and she currently serves on DTE’s Finance and Nuclear Review Committees .

Past Roles

External Roles

Board Governance

• Independence: Affirmatively determined independent; one of eleven independent nominees (92% of board). All board committees are solely independent directors .
• Committee Assignments: Finance Committee; Nuclear Review Committee (member, not chair). Finance met 7 times in 2024; Nuclear Review met 6 times in 2024 .
• Attendance: Board met seven times in 2024; all incumbent directors attended at least 82% of Board and committee meetings, with eight at 100% attendance (company-level disclosure; individual rates not disclosed) .
• Lead Independent Director: The board has a Lead Independent Director with agenda approval, executive session leadership, and shareholder engagement duties; independent directors held executive sessions at six of seven 2024 board meetings .
• Board service limits: Directors not employed by public companies are limited to four public company boards; Byers is retired and serves on DTE plus three other public boards, within guideline limits .

Fixed Compensation

Additional director compensation framework:

• Initial equity on first election: 1,000 restricted shares subject to 3-year vesting .
• Director life insurance: $20,000 group term; travel accident insurance: $100,000 .
• Deferral options: May defer up to 100% of cash retainer into unfunded plan; elective investment in phantom shares or interest at 5-year U.S. Treasury rate .

Performance Compensation

Directors do not receive performance-based cash bonuses or PSU awards; their equity is time-based:

• Phantom shares: Annual grant valued at $160,000; 100% vested at grant; dividend equivalents reinvested; minimum one-year payment deferral .
• Restricted stock: 1,000 shares upon first election; 3-year vesting; counts toward ownership guidelines .

Other Directorships & Interlocks

The board explicitly noted no material relationships in determining independence of directors (other than CEO); related-party transactions are subject to committee oversight and policies requiring disclosure and approval if waivers are sought .

Expertise & Qualifications

• Strategy development and analysis: Significant financial reporting expertise for complex organizations; audit practice and risk management leadership .
• Corporate governance: Audit leadership background; risk oversight experience .
• Growth and value creation: Oversight of operations and strategy development .
• DTE board skills alignment: Finance and nuclear oversight committee service complements her professional background .

Equity Ownership

• Ownership concentration: No director or executive was a 1%+ beneficial owner as of 12/31/2024 .
• Stock ownership guidelines: Directors must hold, within 5 years of initial election, stock equal to 2x the sum of annual cash retainer + annual phantom stock grant; with 2025 program this equals $560,000. All directors met initial common stock ownership requirement; those with 5+ years met the five-year requirement (Byers still within 5-year window) .
• Hedging/Pledging: Company prohibits hedging and pledging of DTE securities by directors/officers/employees .

Governance Assessment

• Board effectiveness: Byers brings deep financial reporting and audit leadership aligned to Finance Committee responsibilities (capital structure, financing plans, dividends, risk management) and adds risk-aware oversight to Nuclear Review (safety, operational KPIs, compliance), enhancing board technical depth .
• Independence and conflicts: Independence affirmed; no material relationships considered in the board’s independence determinations; related-party transaction oversight processes are robust. Her external energy-sector directorships create industry adjacency but the proxy discloses no specific related-party transactions implicating her, and DTE’s auditor is PwC, not EY, reducing auditor conflict risk .
• Engagement and attendance: Board and committee cadence is active (7 board meetings; frequent executive sessions) with strong aggregate attendance; committee structures report risk assessments to full board. Lead Independent Director role and shareholder engagement practices support investor confidence .
• Ownership alignment: Mix of cash and equity with initial restricted stock and ongoing phantom shares, combined with robust ownership guidelines and anti-hedging/pledging policy, supports alignment with shareholders .

Potential RED FLAGS/Considerations

• Multiple public boards: As a retired executive, she serves on DTE + three other public company boards—at the board’s stated limit—necessitating continued monitoring of workload and focus, though within policy .
• Nuclear oversight: As a non-chair member, effectiveness depends on committee process; the Nuclear Review Committee met six times and covers safety and compliance rigor, which is positive but requires ongoing scrutiny given sector risk .
• No disclosed related-party transactions: Independence determination disclosed no material relationships; absence of specific transaction disclosures reduces conflict risk, but vigilance remains warranted given sector interlocks .