Gail McGovern
DTE ENERGYAbout Gail J. McGovern
Independent director since 2003; age 73. Former President and CEO of the American Red Cross (2008–2024); prior roles include Professor at Harvard Business School (2002–2008) and President of Fidelity Personal Investments (1998–2002). At DTE, she serves on the Finance and Organization & Compensation Committees, with qualifications highlighted in CEO experience, customer service/relationships, and strategic planning/finance. The Board has affirmatively determined she is independent, with no material relationships cited.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Red Cross | President & CEO | 2008–2024 | CEO experience; customer/marketing expertise; strategy/finance (as noted in qualifications) |
| Harvard Business School | Professor | 2002–2008 | Strategy and leadership background |
| Fidelity Personal Investments (Fidelity Investments unit) | President | 1998–2002 | Customer service, marketing, growth/value creation |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| PayPal Holdings, Inc. | Director | 2015–present | Not disclosed |
| eBay Inc. | Director | 2015 | Not disclosed |
Board Governance
- Committee assignments: Finance; Organization & Compensation (O&C). She is not listed as chair of these committees.
- Independence: Board determined all nominees except the CEO are independent; Ms. McGovern is independent with no material relationships considered.
- Attendance: Board met seven times in 2024; all incumbent directors attended at least 82% of Board/committee meetings; independent directors held executive sessions at six of seven Board meetings. In 2023, Board met eight times; all directors attended at least 90%, with executive sessions at seven of eight meetings.
- O&C Committee governance: O&C reviews CEO and executive compensation, plans, employment/severance agreements, and uses an independent consultant; Ms. McGovern served on O&C in 2024; no compensation committee interlocks or insider participation reported.
- Risk oversight: Committees oversee specific risk domains (finance, compensation, audit/cyber, nuclear, governance, public policy/ESG) and report each meeting to the full Board.
Fixed Compensation
Director compensation structure and her actual compensation, with year-over-year comparison:
| Metric | 2023 | 2024 |
|---|---|---|
| Board cash retainer ($) | 120,000 | 120,000 |
| Committee chair/Lead retainer ($) | 0 (not listed as chair) | 0 (not listed as chair) |
| Equity grant (phantom shares) ($) | 145,000 | 160,000 |
| All other compensation ($) | 25,494 (life insurance + matching gifts) | 11,494 (life insurance + matching gifts) |
| Total director compensation ($) | 290,494 | 291,494 |
Program features:
- Standard non‑employee director pay: cash retainer $120,000; Lead Independent Director $35,000; committee chair retainers $25,000 (Audit) and $20,000 (other committees); annual equity in phantom shares valued at $160,000; 1,000 restricted shares upon first election (three-year vest). Board increased director compensation effective January 1, 2025.
- Deferred fees option: up to 100% of retainer can be deferred into an unfunded plan, accruing Treasury-rate interest or invested in phantom shares; travel reimbursement, matching gifts; group term life $20,000 and travel accident insurance $100,000.
Performance Compensation
Annual equity awards for directors (phantom shares; not performance-conditioned but equity-aligned):
| Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant type | Phantom shares | Phantom shares |
| Grant date | May 4, 2023 | May 2, 2024 |
| Grant-date fair value ($/share) | $112.68 | $111.91 |
| Dollar value ($) | 145,000 | 160,000 |
| Shares granted (calculated) | 1,285 | 1,430 |
| Vesting | 100% vested at grant; minimum one-year payment deferral | 100% vested at grant; minimum one-year payment deferral |
Note: Director equity is not tied to performance metrics (e.g., TSR/EBITDA) and functions as ownership alignment with deferral features; DTE requires minimum one-year vesting on equity awards generally.
Other Directorships & Interlocks
| External Board | Overlap/Interlock Risk to DTE | Notes |
|---|---|---|
| PayPal Holdings, Inc. | None disclosed | Independence affirmed; no material relationships considered by DTE Board in independence determinations. |
| eBay Inc. | None disclosed | Historical 2015 tenure; no ongoing interlock noted. |
Expertise & Qualifications
- CEO/leadership: Top executive of major non‑profit; brings executive leadership and crisis management experience.
- Customer/marketing: Extensive executive experience in marketing, sales, and customer relations.
- Strategy/finance: Strategic planning and corporate finance background.
Equity Ownership
Ownership and alignment, as of fiscal year-end:
| Metric | 2023 | 2024 |
|---|---|---|
| Common stock (direct/indirect) | — | — |
| Phantom stock | 49,014 | 50,897 |
| Options/other shares that may be acquired | — | — |
- Stock ownership guidelines: Directors must hold shares equal to two times cash retainer plus annual phantom stock value; based on 2025 program, minimum $560,000; all directors with five years of service (including Ms. McGovern) met the guideline.
- Hedging/pledging: Prohibited for directors and officers.
Governance Assessment
- Strengths: Long-tenured independent director with O&C and Finance committee roles; independence affirmed with no material relationships; strong Board governance (majority independent, executive sessions, stock ownership, anti-hedging).
- Engagement/attendance: Board-level attendance robust (≥82% in 2024; ≥90% in 2023), and independent director executive sessions frequent.
- Compensation alignment: Director pay weighted to equity via phantom shares and ownership guidelines; structure updated in 2025 to remain competitive; modest all‑other compensation.
- Shareholder signals: Say‑on‑pay support high (96.2% in 2025 and 2024), indicating investor confidence in compensation governance overseen by O&C.
- Conflicts/related party: No compensation committee interlocks; Board reports no material relationships affecting independence; related‑party transaction policy in place.
RED FLAGS: None disclosed specific to Ms. McGovern (no pledging/hedging; no interlocks; independence affirmed); continue monitoring for any related‑party ties given prior leadership at a tax‑exempt organization (board policy addresses donation thresholds for independence).