Mark Murray
DTE ENERGYAbout Mark A. Murray
Independent director at DTE Energy since 2009 (age 70 as of March 13, 2025). Retired Vice Chairman of Meijer, Inc. (2013–2020) with prior service as Co‑CEO and President; earlier leadership roles include President of Grand Valley State University and Treasurer of the State of Michigan. Elected Lead Independent Director effective May 4, 2023; tenure on DTE’s board is 16 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meijer, Inc. | Executive Vice-Chair | 2016–2020 | Oversight of large-scale retail operations |
| Meijer, Inc. | Co‑CEO | 2013–2016 | CEO experience; strategy development |
| Meijer, Inc. | President | 2006–2013 | Corporate development, finance |
| Grand Valley State University | President | 2001–2006 | Regulatory and policy expertise |
| State of Michigan | Treasurer | 1999–2001 | State-level finance and governance |
| Michigan State University | VP of Finance and Administration | 1998–1999 | Financial stewardship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Fixed Income and Asset Allocation | Director | 2016–present | Mutual fund governance |
| Universal Forest Products, Inc. | Director | 2004–2016 | Public company board experience |
Board Governance
- Independence: DTE’s board is 92% independent; all committees are composed exclusively of independent directors . Murray is an independent director .
- Lead Independent Director: Elected unanimously Feb 2, 2023 (effective May 4, 2023). Responsibilities include chairing executive sessions, serving as liaison between the CEO and independent directors, approving Board materials, engaging directly with major shareholders, organizing meetings in the CEO’s absence, and designating alternates for committees when needed .
- Committee memberships: Corporate Governance, Nuclear Review, Organization & Compensation (O&C) .
- Committee activity levels: Corporate Governance (5 meetings in 2024) ; Nuclear Review (6 meetings in 2024) ; O&C (4 meetings in 2024) .
- Attendance: 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 met in executive session at six of the seven Board meetings .
- O&C interlocks: During 2024 the O&C Committee (including Murray) comprised independent, non‑employee directors; no compensation committee interlocks disclosed .
- Indemnification & D&O insurance: Company has indemnification agreements with each director and $255 million aggregate D&O coverage across fifteen policies .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $120,000 | Standard non‑employee director retainer |
| Lead Independent Director retainer | $35,000 | Specific to LID role |
| Committee chair retainers | $25,000 Audit; $20,000 for Nuclear Review, O&C, Corporate Governance, Finance, Public Policy & Responsibility | Murray is not shown as a committee chair |
| Orientation/Mentor fees | $1,250 (New Member) / $750 quarterly (Mentor) | Program fees as applicable |
2024 director compensation (Murray-specific):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Mark A. Murray | 155,000 | 160,000 | 1,494 | 316,494 |
Cash detail (2024):
| Name | Board Retainer ($) | LID/Chair Retainers ($) | Orientation/Mentor Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| Mark A. Murray | 120,000 | 35,000 | — | 155,000 |
Performance Compensation
| Equity Award Type | Grant Date | Grant Value ($) | Price/Share ($) | Shares Granted | Vesting/Deferral |
|---|---|---|---|---|---|
| Phantom shares (annual) | May 2, 2024 | 160,000 | 111.91 | 1,430 | 100% vested on grant; minimum one-year payment deferral |
Outstanding equity (as of Dec 31, 2024):
| Name | Phantom Shares in Equity Plan | Phantom Shares in Deferred Fee Plan | Restricted Stock |
|---|---|---|---|
| Mark A. Murray | 4,461 | 872 | — |
Director compensation structure: Greater than 50% of annual compensation is equity-based (phantom shares); program reviewed annually against a peer group identical to the executive compensation peer set .
Other Directorships & Interlocks
| Company / Fund | Role | Potential Interlock/Conflict |
|---|---|---|
| Fidelity Fixed Income and Asset Allocation | Director | No related-party transactions involving Murray disclosed; related-party transactions are overseen by Corporate Governance and Audit Committees . |
| Universal Forest Products, Inc. (prior) | Director | No disclosed conflicts . |
Expertise & Qualifications
- CEO experience (President, Co‑CEO) and strategy development/finance capabilities .
- Regulatory and energy policy exposure from university presidency and state treasurer role .
- Board skills matrix reflects long tenure and governance depth; board-wide skills include corporate governance and risk management emphasis .
Equity Ownership
| Holder | Common Stock | Phantom Stock | Other Shares That May Be Acquired |
|---|---|---|---|
| Mark A. Murray | 1,000 | 5,333 | — |
- Ownership thresholds: No director or executive officer beneficially owns ≥1% of outstanding common stock as of Dec 31, 2024 .
- Anti‑hedging/pledging: Directors and officers are prohibited from hedging or pledging Company stock, including margin accounts .
- Director stock ownership guidelines: Within five years of initial election, directors must hold stock valued at 2× the sum of annual cash retainer plus phantom stock value; under 2025 program, minimum is $560,000. As of Dec 31, 2024, all directors with ≥5 years of service meet the guideline .
Governance Assessment
- Strengths: Independent director with 16 years of board tenure, currently serving as Lead Independent Director with robust responsibilities that strengthen independent oversight and shareholder engagement . Active committee participation across Corporate Governance, Nuclear Review, and O&C, with committees meeting 4–6 times in 2024; board met seven times and held executive sessions at six meetings—indicative of active oversight . Compensation structure emphasizes equity alignment (>50% equity via phantom shares) and strong ownership guidelines; anti‑hedging/pledging policy reduces misalignment risk .
- Potential risks/RED FLAGS to monitor: Long board tenure (16 years) may raise entrenchment concerns in some governance frameworks, though DTE maintains annual elections, majority voting, and peer reviews to mitigate independence risks . No related‑party transactions involving Murray are disclosed; committees actively review any potential related‑party dealings . No compensation committee interlocks reported for 2024 .
- Protection mechanisms: Individual indemnification agreements and $255M aggregate D&O insurance; all key committees staffed by independent directors, with LID authority over agendas/materials and direct shareholder engagement .