Valerie Williams
DTE ENERGYAbout Valerie M. Williams
Valerie M. Williams (age 68) is an independent director of DTE Energy, serving since 2018. She is the retired Southwest Assurance Managing Partner at Ernst & Young LLP (2009–2016) and is designated by DTE’s Board as an “audit committee financial expert.” At DTE she chairs the Audit Committee and serves on the Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Southwest Assurance Managing Partner | 2009–2016 | Led assurance practice; deep accounting and reporting expertise |
| Ernst & Young LLP | Southwest AABS Managing Partner | 2006–2009 | Audit and advisory leadership |
| Ernst & Young LLP | National Office Professional Practice Partner | 2005 | Technical standards, professional practice oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Devon Energy Corporation | Director | 2021–present | Public company board service |
| Franklin Templeton Funds | Director/Trustee | 2021–present | Public fund complex |
| Omnicom Group Inc. | Director | 2016–present | Public company board service |
| WPX Energy, Inc. | Director | 2018–2021 | Prior public board (pre-merger) |
Board Governance
- Independence: The Board affirmatively determined Williams is independent. 11 of 12 nominees are independent; only the CEO is non-independent .
- Committee roles: Audit Committee Chair; Corporate Governance Committee member. Audit met 6 times in 2024; Williams and Vandenberghe are designated “audit committee financial experts” . Corporate Governance met 5 times in 2024 .
- Attendance: The Board met 7 times in 2024; all incumbent directors attended at least 82% of Board and committee meetings, with eight directors at 100%. Individual attendance rates were not disclosed .
- Executive sessions: Independent directors met in executive session at six of seven Board meetings in 2024 .
- Anti-hedging/pledging: Directors and officers are prohibited from hedging and pledging DTE securities .
- Board limits: Directors not employed by public companies are limited to ≤4 public company boards; those employed by public companies to ≤2. Williams’ current total (3) complies .
- Say-on-Pay support: 96.2% approval in both 2023 and 2024, indicating strong investor support for compensation framework .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash Board Retainer | $120,000 | Standard non-employee director cash retainer |
| Committee Chair Retainer (Audit) | $25,000 | Audit chair premium |
| Mentor/Orientation Fees | $1,500 | Director mentorship/orientation program |
| All Other Compensation | $305 | Insurance premiums/matching gift program |
| Total Cash Earned | $146,500 | Sum of cash items above |
| Equity (Phantom Shares grant-date fair value) | $160,000 | Granted May 2, 2024; 1,430 phantom shares at $111.91 |
| Total 2024 Director Compensation | $306,805 | Cash + equity + other |
- Program structure (2025 rates): Cash retainer $120,000; Lead Independent Director retainer $35,000; Committee chair retainers: Audit $25,000; Nuclear Review/Organization & Compensation/Corporate Governance/Finance/Public Policy $20,000. Annual equity valued at $160,000 in phantom shares; initial restricted stock grant of 1,000 shares upon first election (3-year vesting) .
- Deferred fees: Directors may defer up to 100% of cash retainers into an unfunded plan, invested either at 5-year U.S. Treasury rate or into phantom shares with dividend equivalents reinvested .
Performance Compensation
Directors do not receive performance-based pay (no options since 2010; annual equity via phantom shares). Williams, as Audit Chair, oversees performance-linked incentive metrics for executives. DTE’s 2024 Annual Incentive Plan metrics and outcomes for core NEOs:
| Measure | Weight | Threshold | Target | Max | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Operating EPS ($) | 20% | 6.54 | 6.69 | 6.83 | 6.83 | 200.0% | 40.00% |
| Cash from Operations ($mm) | 20% | 2,975 | 3,306 | 3,637 | 3,650 | 200.0% | 40.00% |
| Net Promoter Score | 15% | 27 | 33 | 39 | 31 | 75.0% | 11.25% |
| OSHA Recordable Incident Rate | 5% | 0.68 | 0.55 | 0.42 | 0.70 | 0.0% | 0.00% |
| High Energy SIF | 5% | 4 | 2 | 0 | 2 | 100.0% | 5.00% |
| Employee Engagement (Gallup) | 5% | 4.17 | 4.29 | 4.44 | 4.35 | 140.0% | 7.00% |
| Storm Customers Restored ≤48h | 10% | 88% | 93% | 98% | 95% | 140.0% | 14.00% |
| CEMI4 % Customers | 5% | 11.1% | 9.3% | 7.5% | 7.8% | 182.8% | 9.14% |
| Nuclear Unit Capability Factor | 10% | 86.4% | 88.0% | 88.7% | 82.6% | 0.0% | 0.00% |
| % HCA Miles Assessable by ILI | 5% | 96.76% | 96.85% | 96.89% | 96.92% | 200.0% | 10.00% |
| Total | 100% | 136.39% |
Long-term incentives paid in 2024 (for 2021 grants) were primarily tied to 3-year TSR vs Utility peers and utility ROE, with payouts ranging from 163.6% to 196.0% for NEOs .
Other Directorships & Interlocks
- Public company boards: Devon Energy, Omnicom Group, Franklin Templeton Funds; prior WPX Energy .
- DTE’s policy limits public board service; Williams’ current roles comply (≤4 for non-public-company employees) .
- Compensation Committee interlocks: None disclosed involving Williams; 2024 O&C Committee members were Brandon (Chair), McGovern, Murray, Skaggs, Thomas; no insider participation or interlocks reported .
Expertise & Qualifications
- Audit/Accounting: Significant technical expertise in accounting and financial reporting for complex organizations; audit practice leadership; designated audit committee financial expert .
- Corporate Governance/Risk: Leadership in audit, risk management and governance; contributes to oversight of internal controls, compliance, and cybersecurity risk reviews at DTE .
- Strategy/Value Creation: Experience in oversight of operations and strategy development; contributes to finance and strategic planning discussions .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common Stock | 5,588 | Beneficial ownership as of Dec 31, 2024 |
| Phantom Stock | 4,461 | Equity plan phantom shares; no deferred fee plan phantom shares |
| Restricted Stock | — | No RS outstanding as of year-end |
- Ownership guidelines: Directors must own ≥2x the sum of annual cash retainer + annual phantom stock value; with 2025 program this equates to $560,000 within 5 years. All directors with ≥5 years of service (Williams first elected 2018) have met guidelines; all directors met initial ownership requirements as of Dec 31, 2024 .
- Anti-hedging/pledging: Hedging and pledging of DTE securities are prohibited for directors and officers .
- Concentration: No director/officer beneficially owns ≥1% of outstanding shares .
Fixed vs Equity Mix (Alignment)
- Program emphasizes equity: >50% of director compensation via equity (phantom shares), reinforcing alignment; annual phantom shares credited at the annual meeting with dividend equivalents reinvested; initial RSU grant upon first election vests over 3 years .
- Outstanding director equity (as of Dec 31, 2024): Williams holds 4,461 phantom shares in equity plan; no phantom shares in deferred fee plan; no outstanding restricted stock .
Insider Trades (Form 4 Summary)
| Date | Security/Type | Shares | Price | Notes |
|---|---|---|---|---|
| May 9, 2025 | Form 4 filing | — | — | Filing reflects transactions including phantom stock via reinvestment feature; issuer DTE |
| Jan 3, 2024 | Buy (DTE) | 1,573 | n/a | Reported by aggregator; see SEC Form 4 index for official record |
| Jan 3, 2024 | Sell (DTE) | 1 | $110.53 | Minor sale as reported by aggregator; see SEC links above for official details |
Note: SEC Form 4 filings indicate phantom stock acquisitions through dividend reinvestment features; exact instrument details and footnotes are contained in the PDFs linked above .
Related-Party Transactions and Conflicts
- Policy and review: Related-person transactions are reviewed by Corporate Governance and Audit Committees; factors include relationship, size, terms vs third parties, and conflict potential .
- Disclosures: No related-party transactions or conflicts disclosed for Williams. Anti-hedging/pledging policies further mitigate alignment risks .
Director Compensation Structure Signals
- Equity-centric pay (>50%) and minimum 1-year vesting for equity grants; no stock options issued since 2010; no option repricing; clawback policy applies to incentive-based pay following restatements .
- Ownership guidelines exceed 4x cash retainer, reinforcing skin-in-the-game .
- Peer benchmarking and independent consultant (Meridian) support pay-for-performance and market alignment for executives; not directly applicable to director pay but relevant to governance quality .
Governance Assessment
- Strengths: Independent Audit Chair designated as financial expert; robust anti-hedging/pledging; strong Board independence and executive session cadence; director ownership guidelines met; high say-on-pay support (>96%), indicating investor confidence in oversight and alignment .
- Potential Watch Items: Multiple outside public boards require ongoing time/attention monitoring (currently within DTE limits) . Nuclear unit capability factor missed 2024 targets, highlighting operational oversight focus for Board committees .
- Overall: Williams’ audit and governance expertise, coupled with equity-aligned director pay and strict ownership/hedging policies, supports investor confidence in Board effectiveness; no disclosed conflicts or related-party exposures tied to Williams .