Robert Skaggs Jr.
DTE ENERGYAbout Robert C. Skaggs, Jr.
Independent director of DTE since 2017; age 70. Retired Executive Chairman of DT Midstream (2021–2023); previously Chairman & CEO of Columbia Pipeline Group (2015–2016) and President (2004–2015) and CEO (2005–2015) of NiSource. Current DTE Board committee memberships: Finance, Nuclear Review, and Organization & Compensation. Qualifications highlighted by DTE include CEO experience, energy industry expertise, and regulatory/public policy experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DT Midstream, Inc. | Executive Chairman (Retired) | 2021–2023 | Led governance through post-spin public company maturation |
| Columbia Pipeline Group, Inc. | Chairman & CEO | 2015–2016 | Oversaw corporate strategy and external relations |
| NiSource, Inc. | President | 2004–2015 | Senior leadership in regulated utility operations |
| NiSource, Inc. | CEO | 2005–2015 | Directed strategy and regulatory engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DT Midstream, Inc. | Director | 2021–present | Current public company directorship |
| Team, Inc. | Director | 2019–2021 | Prior public company board |
| Cloud Peak Energy, Inc. | Director | 2015–2019 | Prior public company board |
| Columbia Pipeline Group, Inc. | Director | 2014–2015 | Prior public company board |
| NiSource, Inc. | Director | 2005–2015 | Prior public company board |
Board Governance
- Committee assignments: Finance; Nuclear Review; Organization & Compensation (O&C) .
- Independence: The Board affirmed Skaggs is independent under DTE’s categorical standards (more stringent than NYSE) .
- O&C composition and interlocks: O&C Committee in 2024 comprised Brandon (Chair), Murray, Skaggs, Thomas, and McGovern; no compensation committee interlocks with DTE executives at other entities were disclosed .
- Attendance and engagement: Board met 7 times in 2024; all incumbent directors attended ≥82% of Board/committee meetings, with eight at 100%; independent directors met in executive session at 6 of 7 meetings, chaired by the Lead Independent Director .
- Lead Independent Director authority and governance processes are robust (agenda/materials approval, shareholder access, executive sessions, advisor retention) .
- Board limits outside board service: public-company employees limited to ≤2 public boards; all others ≤4 .
- Committee mandates include ESG/risk oversight; Nuclear Review met 6 times in 2024, reviewing safety, performance, regulation, and KPIs for DTE’s nuclear facilities .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Board cash retainer | $120,000 | Standard non-employee director retainer |
| Equity retainer (phantom shares) | $160,000 | Granted May 2, 2024; 1,430 phantom shares at $111.91 grant-date price; minimum one-year deferral |
| Committee chair/lead fees | $0 | Not a chair or lead independent director |
| All other compensation | $5,494 | Group-term life and matched gifts per plan; not itemized individually |
| Insurance benefits (coverage) | $20,000 life; $100,000 travel accident | Provided to all non-employee directors |
Total 2024 director compensation: $285,494 .
Program features:
- Cash retainer $120,000; Lead Independent Director retainer $35,000; committee chair retainers $25,000 (Audit) or $20,000 (other committees) .
- Upon first election: 1,000 restricted shares, 3-year vesting .
- Deferral options: Directors may defer up to 100% of cash retainers into a deferred compensation plan, with choices of interest at 5-year U.S. Treasury rate or phantom stock accrual .
Performance Compensation
| Director Performance-Based Pay Component | Metrics | Vesting/Terms |
|---|---|---|
| None disclosed for non-employee directors | N/A | Director pay consists of fixed cash retainer and annual equity (phantom shares); no performance metrics or options; equity awards subject to minimum one-year vesting/deferral . |
DTE indicates director compensation is retainer-based with equity; no director-specific performance incentive metrics are used .
Other Directorships & Interlocks
| Link Type | Details | Risk/Conflict Notes |
|---|---|---|
| Current public boards | DT Midstream, Inc. (Director) | DTE has related-party transaction review policies; no specific related-party transactions disclosed involving Skaggs. Potential perception risk due to DTE’s historical midstream spin; independence affirmed . |
| Compensation committee interlocks | None disclosed in 2024 | O&C Committee independence confirmed; no interlocks with DTE executives at other entities . |
| Board service limits | ≤4 public boards (≤2 for public-company employees) | Policy mitigates overboarding risk . |
Expertise & Qualifications
- CEO experience; energy industry expertise across natural gas/electric generation, transmission, storage, distribution; regulatory strategy and external relations .
- Serves on Finance, Nuclear Review, and O&C — aligning capabilities with capital structure, nuclear oversight, and executive pay governance .
Equity Ownership
| Holding Type | Amount (as of 12/31/2024) |
|---|---|
| Common stock | 1,050 shares |
| Phantom stock | 11,098 shares |
| Restricted stock | None listed |
Additional alignment policies:
- Director stock ownership guidelines require holding within five years stock valued at 2x cash retainer + annual phantom stock value; 2025 minimum equals $560,000. As of 12/31/2024, all directors with ≥5 years of service met the five-year requirement (Skaggs: director since 2017) .
- Prohibition on hedging and pledging of Company securities for directors and officers .
Governance Assessment
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Strengths:
- Independence affirmed; active roles on Finance, Nuclear Review, and O&C support board effectiveness in capital allocation, nuclear safety/performance, and pay governance .
- High say-on-pay support (96.2% in 2024 and 2023) indicates shareholder confidence in compensation oversight; O&C uses independent consultant (Meridian) and robust processes .
- Strong director ownership requirements and anti-hedging/pledging policy enhance alignment with shareholders .
- Executive sessions at 6 of 7 meetings; empowered Lead Independent Director; annual peer reviews of directors improve board accountability .
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Watch items / potential conflicts:
- Current DT Midstream directorship may be perceived as an interlock due to DTE’s historical midstream lineage; no specific related-party transactions disclosed, and independence standards applied, but continued monitoring is prudent .
- Nuclear performance oversight: Nuclear UCF underperformed target in 2024 (82.6% vs. 88% target in NEO metric framework), elevating the importance of Nuclear Review committee scrutiny; while not attributable to directors individually, it signals operational risk requiring strong oversight .
Overall: Skaggs brings seasoned utility leadership and regulatory expertise, aligns with DTE’s governance framework, and meets ownership/alignment requirements. Limited conflict signals disclosed; governance processes mitigate overboarding and related-party risks. Continued focus on nuclear reliability and pay-for-performance integrity remains key for investor confidence .