Gary Torgow
DTE ENERGYAbout Gary H. Torgow
Gary H. Torgow (age 68) is an independent director of DTE Energy, serving since 2019; he is Chair of the Corporate Governance Committee and a member of the Public Policy & Responsibility Committee, bringing extensive leadership experience from the financial sector as Chairman of The Huntington National Bank . The Board affirmatively determined he is independent under DTE’s categorical standards; all Board committees are composed exclusively of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCF Financial Corporation | Executive Chairman | 2019–2021 | Led executive oversight during merger integration periods; financial services governance experience . |
| Chemical Financial Corporation | Chairman | 2016–2019 | Oversaw strategic planning and banking operations; corporate governance leadership . |
| Talmer Bancorp, Inc. | Chairman | 2009–2016 | Guided growth and M&A in regional banking; board governance exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Huntington National Bank | Chairman | 2021–present | Operating role at the bank subsidiary of Huntington Bancshares . |
| Huntington Bancshares Incorporated | Director | 2021–present | Current public company directorship . |
| TCF Financial Corporation | Director | 2019–2021 | Prior public company board . |
| Chemical Financial Corporation | Director | 2016–2019 | Prior public company board . |
| Talmer Bancorp, Inc. | Director | 2009–2016 | Prior public company board . |
Board Governance
- Committee assignments: Corporate Governance (Chair) and Public Policy & Responsibility (member); all Board committees are fully independent, enhancing oversight quality .
- Independence status: Board determined Torgow is independent; 11 of 12 nominees are independent; the CEO is the sole non-independent director .
- Attendance and engagement: The Board met seven times in 2024; all incumbent directors attended at least 82% of Board and committee meetings, with eight directors at 100%; independent directors held executive sessions at six of seven meetings, chaired by the Lead Independent Director .
- Governance practices: Robust stock ownership requirements for directors; anti-hedging and anti-pledging prohibitions apply to directors and officers; Board limits directors employed by public companies to not more than two public company boards, others to not more than four .
- Lead Independent Director governance: Duties include agenda/material approval, executive sessions, shareholder communications, and liaison functions supporting board independence .
Fixed Compensation
| Component | Amount/Terms | 2024 Detail for Torgow |
|---|---|---|
| Annual Board cash retainer | $120,000 annually | $120,000 |
| Committee chair retainer | $20,000 annually for Corporate Governance Chair | $15,000 received in 2024 (Lead Independent Director/Committee Chair Retainers) |
| New member/mentor program | $1,250 / $750 quarterly as applicable | None disclosed for Torgow |
| Fees earned or paid in cash (total) | Cash retainer + chair fees | $135,000; Torgow deferred 100% into Director Fee Deferral Plan |
| All other compensation | Life insurance premium and matched charitable contributions | $305 |
| Director life insurance | $20,000 group term and $100,000 travel accident insurance | Eligible |
| Reimbursements | Travel and director education expenses reimbursed | Eligible |
Performance Compensation
| Equity Component | Grant Details | 2024 Detail for Torgow |
|---|---|---|
| Annual equity compensation (phantom shares) | Valued at $160,000 annually; number determined by closing price on annual meeting date; phantom shares 100% vested at grant with minimum one-year payment deferral; dividend equivalents reinvested | $160,000; granted May 2, 2024 at $111.91 → 1,430 phantom shares |
| Initial restricted stock (upon first election) | 1,000 time-based restricted shares, 3-year vesting | Restricted stock outstanding: none as of 12/31/2024 |
Performance metrics tied to director compensation
| Metric | Disclosure |
|---|---|
| Director performance metrics | None disclosed; non-employee director pay is cash + equity (phantom shares/restricted stock) for alignment, not performance-tied . |
Other Directorships & Interlocks
| Potential Interlock Area | Disclosure |
|---|---|
| Banking relationships | Torgow’s roles at Huntington could intersect with DTE’s treasury/banking needs; Board found him independent after considering relationships; related-party transactions are reviewed by Corporate Governance/Audit Committees under defined thresholds (greater of $1 million or 2% of counterparty revenue), with disclosure and approval protocols . |
Expertise & Qualifications
- Leadership experience: Chairman and executive leadership in publicly held companies; strategy and corporate finance proficiency .
- Strategy development and analysis: Financial accounting for complex organizations; publicly held company oversight .
- Growth and value creation: Corporate finance, community relations, strategic planning, and business development credentials .
Equity Ownership
| Item | Amount |
|---|---|
| Common stock beneficially owned (12/31/2024) | 5,741 shares |
| Phantom stock (total) | 9,680 shares |
| Phantom shares (Equity Plan) | 4,461 shares |
| Phantom shares (Deferred Fee Plan) | 5,219 shares |
| Restricted stock outstanding | None |
| Ownership % of outstanding shares | <1% for all directors/officers individually, including Torgow |
Stock ownership alignment and policies
- Director stock ownership guideline: Two times the sum of annual cash retainer + annual phantom stock value; based on 2025 program, $560,000 minimum within five years; as of 12/31/2024, all directors with ≥5 years of service met the five-year requirement .
- Anti-hedging and anti-pledging: Hedging and pledging of DTE securities are prohibited for directors and officers (including margin accounts) .
- Form 4 data: Attempted to fetch insider transactions programmatically; access failure; holdings above reflect proxy-reported positions as of 12/31/2024 .
Governance Assessment
- Positives: Independent director and Chair of Corporate Governance Committee; committees are fully independent; strong board practices include executive sessions at most meetings and robust director ownership requirements; anti-hedging/anti-pledging policies reduce misalignment risk .
- Alignment signals: Deferred 100% of 2024 director fees; meaningful phantom share holdings and direct common stock ownership support long-term orientation .
- Shareholder backdrop: Recent say‑on‑pay support was 96.2% in 2023 and 2024, indicating broad investor approval of compensation governance .
- Watch items (potential conflicts): Concurrent chair role at a major regional bank suggests monitoring any DTE–Huntington transactions; Board independence determination and related‑party review policies are in place, and no material relationships were cited in independence assessments beyond the CEO .
- Attendance/engagement: Board met seven times in 2024 with strong attendance; independent directors held six executive sessions, signaling active oversight .