DEF 14A of Dte Energy Co
Filed Mar 7, 2024 · FY20230000936340-24-000100
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 8 | BOARD OF DIRECTORS COMPENSATION | 23 | | Nominees for Election at this Meeting | 10 | 2023 DIRECTOR COMPENSATION TABLE | 25 | | CORPORATE GOVERNANCE | 16 | 2025 ANNUAL MEETING OF SHAREHOLDERS | 68 | | COMMITTEES OF THE BOARD OF DIRECTORS | 20 | Shareholder Proposals and Nominations of Directors | 68 |
Governance Highlights
Governance Highlights The Board is committed to creating long-term value for our shareholders while operating in an ethical, legal, environmentally sensitive and socially responsible manner. The Board follows sound governance practices, some of which are highlighted below. For more detail, see the “Corporate Governance” section of this proxy statement. ■Eleven of twelve director nominees, 92%, are independent; our Chairman and Chief Executive Officer ("CEO") is the only management director. ■All Board committees are composed exclusively of independent directors. ■We have implemented a proxy access provision, which makes it possible for a group of shareholders meeting certain criteria to nominate and include in the Company’s proxy materials a candidate for the Board. ■We have a Lead Independent Director, elected by the independent members of the Board. The Lead Independent Director maintains final approval authority over Board agendas, meeting materials and schedules. ■The Lead Independent Director is also available for consultation and direct communication with large shareholders. ■Independent directors met in executive sessions chaired by the Lead Independent Director at seven of the eight 2023 Board meetings. ■All of our directors are elected annually. ■We have a majority vote requirement for uncontested director elections. ■The Board and its committees conduct annual self-assessments. ■Each independent director who has served for one year or more undergoes an annual peer review.
Governance Highlights
| DTE ENERGY 2024 PROXY STATEMENT | 5 |
Governance Highlights
■Our executive officers and directors are all subject to robust stock ownership requirements. ■We have instituted anti-hedging policies applicable to all Company directors, officers and employees. ■We limit our directors who are employed by public companies to a total of not more than two public company boards and all other directors to a total of not more than four public company boards. Executive Compensation Highlights Our executive compensation programs are designed to be competitive with our peers, have a meaningful performance component linked to the achievement of short-term and long-term goals that align with our shareholders’ long-term interests and encourage executives to have an ownership interest in the Company. Our executives’ total compensation shows strong pay-for-performance alignment with growth in long-term shareholder value creation. See “Pay vs. Performance” tables and graphs beginning on page 57. The Company’s compensation programs are also designed to clearly align performance objectives for our Named Executive Officers with the interests of shareholders and with our system of priorities. Our performance measures are designed to help move our Company toward achieving these priorities. For more details, see our priorities alignment chart in the Compensation Discussion and Analysis Summary on page 34. Other highlights from our compensation program include: ■Our CEO received 74% of his 2023 total compensation in variable, at-risk incentives. For our other Named Executive Officers, the average percentage of variable, at-risk compensation was 59%. No at-risk compensation for our CEO or Named Executive Officers is reflected in customer rates. See more details on page 35. ■Our short-term and long-term performance metrics all tie directly to our stakeholder aspirations (see above). These are the same metrics that management uses to assess the Company’s progress toward our aspiration to be best in the world and best for the world. ■Our long-term plan awards include a mix of restricted stock and performance shares designed in part to encourage executive stock ownership. The Board’s Organization and Compensation Committee has not issued stock options since 2010. ■Our equity compensation plan forbids buyouts of “underwater” stock options. The Company has never bought or repriced “underwater” stock options. ■Our equity compensation plan requires a minimum one-year vesting period for equity awards. The Company’s typical practice is to require a three-year vesting period for equity awards and the Company has never issued equity awards with less than a one-year vesting period. ■Our Board has adopted a “clawback” policy that provides that, in the event of an accounting restatement due to material noncompliance with federal securities laws, the Company will seek to recover excess incentive-based compensation awarded to current or former executive officers during the three-year period preceding the restatement. ■Our executive Change-In-Control Severance Agreements do not include excise tax gross-ups. ■We have eliminated the automatic vesting of equity issued under our Long-Term Incentive Plan upon a change in control of the Company, unless an acquiring or surviving entity fails to replace or affirm the existing equity awards with awards by the surviving company.
Governance Highlights
| 6 | DTE ENERGY 2024 PROXY STATEMENT |
Governance Highlights
Performance Highlights The Company continued to deliver strong earnings per share, while maintaining a strong balance sheet, dividend growth, employee engagement and improving customer service. Some highlights of the Company’s 2023 performance include: ■Declared a 7.1% increase in our dividend payment. ■Provided our shareholders with a five-year total shareholder return of 138% (with 2018 as the base year = 100%). ■Delivered cash from operations of $3.22 billion in 2023. ■Delivered 2023 operating earnings per share of $5.73 (see discussion below). DTE Energy management believes that operating earnings provide a meaningful representation of the Company’s earnings from ongoing operations and uses operating earnings as the primary performance measurement internally and externally. Operating earnings can be reconciled to our reported earnings as set forth in the following table:
Governance Highlights
| | 2023 | | | Reported Earnings per Share | | 6.76 | | MPSC disallowance of certain capital project costs previously recorded | 0.12 | | | Certain mark-to-market transactions | (1.49) | | | Income tax-related adjustments | 0.34 | | | Operating Earnings per Share | | 5.73 |
Governance Highlights
Items for Shareholder Vote at this Meeting At the 2024 Annual Meeting shareholders will vote on the following proposals:
Governance Highlights
| PROPOSAL 1 | | Elect twelve members of the Board of Directors for one year terms ending in 2025; | | PROPOSAL 2 | | Ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors; | | PROPOSAL 3 | | Provide a nonbinding vote to approve the Company’s executive compensation; | | PROPOSAL 4 | | Vote on a shareholder proposal relating to a climate transmission plan, inclusive of gas utility downstream emissions |
Governance Highlights
Shareholders may vote on any other matter that properly comes before the meeting.
Governance Highlights
| DTE ENERGY 2024 PROXY STATEMENT | 7 |
Governance Highlights
Election of Directors The Board of Directors has nominated twelve directors for election at the 2024 annual shareholder meeting. Directors are elected to serve annual terms which expire when their successors are elected at the next year’s annual shareholder meeting. All of the nominees are currently directors of the Company. The biography of each of the nominees below contains information regarding the person’s service as a director, business experience and director positions held currently or at any time during at least the last five years. The age provided for each director is as of March 7, 2024. In addition to the information presented below regarding each person’s experience, qualifications, attributes and skills that caused our Corporate Governance Committee and Board to determine that the person should serve as a director, the Board believes that all of the Company’s directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen, strategic insight, an ability to exercise sound judgment and a commitment to service and community involvement. Finally, we value their significant experience on other public company boards of directors and board committees and the diversity that they bring to our Board. The following graphs display information about the skills and experience our Board members bring to their service:
Governance Highlights
| | Akins | Brandon | Byers | McClure | McGovern | Murray | Norcia | Skaggs | Thomas | Torgow | Vandenberghe | Williams | Average | | Key Enterprise Priorities and Experience | | | | | | | | | | | | | | | Culture, Safety, and Talent Development | 2 | 3 | 1 | 2 | 2 | 3 | 3 | 3 | 3 | 1 | 2 | 3 | 2.3 | | Customer Service and Relationships | 2 | 3 | 2 | 2 | 3 | 3 | 3 | 3 | 2 | 2 | 2 | 3 | 2.5 | | Operational Efficiency and Productivity | 3 | 1 | 1 | 3 | 1 | 3 | 3 | 3 | 2 | 2 | 3 | 1 | 2.2 | | Regulatory and Energy Policy | 3 | 1 | 3 | 1 | 2 | 2 | 3 | 3 | 1 | 1 | 1 | 0 | 1.8 | | Growth and Value Creation | 3 | 2 | 2 | 3 | 2 | 3 | 3 | 3 | 3 | 3 | 3 | 2 | 2.7 | | Financial Planning and Analysis | 2 | 3 | 3 | 3 | 2 | 3 | 3 | 3 | 2 | 3 | 3 | 3 | 2.8 | | CEO Experience | 3 | 3 | 0 | 3 | 3 | 3 | 3 | 3 | 3 | 1 | 0 | 0 | 2.1 | | Corporate Governance | 3 | 3 | 1 | 3 | 3 | 3 | 2 | 3 | 3 | 3 | 2 | 2 | 2.6 | | Energy Industry Experience | 3 | 1 | 3 | 1 | 1 | 1 | 3 | 3 | 1 | 1 | 1 | 3 | 1.8 | | Ethics and Compliance | 2 | 3 | 3 | 3 | 2 | 2 | 2 | 3 | 3 | 2 | 2 | 3 | 2.5 | | Executive Compensation | 2 | 3 | 0 | 2 | 2 | 1 | 2 | 3 | 2 | 3 | 3 | 0 | 1.9 | | Risk Management | 2 | 2 | 2 | 3 | 2 | 2 | 3 | 3 | 3 | 2 | 3 | 3 | 2.5 | | Sustainability and Environmental Stewardship | 2 | 1 | 3 | 2 | 2 | 2 | 3 | 3 | 1 | 2 | 2 | 0 | 1.9 | | Technology and Cybersecurity | 2 | 1 | 2 | 1 | 1 | 1 | 2 | 2 | 1 | 1 | 2 | 1 | 1.4 | | Local/Regional Understanding | 2 | 2 | 0 | 3 | 1 | 3 | 3 | 1 | 1 | 3 | 3 | 0 | 1.8 | | Nuclear Experience | 2 | 0 | 0 | 1 | 0 | 1 | 2 | 1 | 0 | 0 | 0 | 0 | 0.6 | | Demographics | | | | | | | | | | | | | | | Race / Ethnicity | | | | | | | | | | | | | Percent | | African American | | | | | | | | | x | | | x | 16.7% | | Asian American | | | x | | | | | | | | | | 8.3% | | White/Caucasian | x | x | | x | x | x | x | x | | x | x | | 75.0% | | Gender | | | | | | | | | | | | | | | Male | x | x | | x | | x | x | x | x | x | x | | 75.0% | | Female | | | x | | x | | | | | | | x | 25.0% | | Board Tenure | | | | | | | | | | | | | | | Years | 0 | 14 | 0 | 12 | 21 | 15 | 5 | 7 | 11 | 5 | 18 | 6 | 9.5 |
Governance Highlights
| 3 = Technical Expertise/Advanced Knowledge (e.g. direct hands-on experience and subject matter expert during his/her career) | | 2 = Managerial knowledge (e.g. experience derived through general managerial experience) | | 1 = Working knowledge (e.g. exposure as a Board committee member at DTE or another company) | | 0 = Limited knowledge (e.g. exposure comes from Board Committee report-outs only) |
Governance Highlights
| 8 | DTE ENERGY 2024 PROXY STATEMENT |
Governance Highlights
The Board’s demographic makeup is set forth below:
Governance Highlights
| Gender | Diversity | | | | | Tenure | Age | | | |
Governance Highlights
Proxies cannot be voted for more than twelve persons at this meeting. If any nominee becomes unable or unwilling to serve at the time of the meeting, the persons named in the enclosed proxy card have discretionary authority to vote for a substitute nominee or nominees. It is anticipated that all nominees will be available for election.
Governance Highlights
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR ELECTION AT THIS MEETING. |
Governance Highlights
| DTE ENERGY 2024 PROXY STATEMENT | 9 |
Governance Highlights
Nominees for Election at this Meeting
Governance Highlights
| | Nicholas K. Akins | | | Retired Executive Chair, American Electric Power, Inc. 2023 Age: 63 Director since: 2023 Independent |
Governance Highlights
| Previous Experience 2011 - 2022 American Electric Power, Inc.— President and Chief Executive Officer 2014 - 2022 American Electric Power, Inc. — Board Chair Other Public Boards 2013 - present Fifth Third Bancorp 2011 - 2023 American Electric Power, Inc. | Qualifications CEO Experience ■Extensive executive leadership experience in the utility sector Energy Industry Experience ■Broad experience in electric generation, transmission and distribution Technology and Cybersecurity ■Oversight of cyber-related activities in business systems and critical infrastructure |
Governance Highlights
| | David A. Brandon | | | Executive Chairman, Domino’s Pizza, Inc. 2022 - present Age: 71 Director since: 2010 Independent DTE Committees: Finance, Organization & Compensation (Chair), Public Policy & Responsibility |
Governance Highlights
| Previous Experience 2011 - 2022 Domino’s Pizza, Inc.— Non-Executive Chairman 2015 - 2018* Toys "R" Us, Inc.— Chairman and CEO 2010 - 2014 University of Michigan — Athletic Director 2010 - 2011 Domino’s Pizza, Inc.— Special Advisor 1999 - 2010 Domino's Pizza, Inc. — Chairman and CEO Other Public Boards 1999 - present Domino’s Pizza, Inc. 2011 - 2023 MillerKnoll, Inc. 2004 - 2013 Kaydon Corporation *In September 2017, Toys "R" Us, Inc. filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. | Qualifications CEO Experience ■Service as chief executive of large public companies Customer Service and Relationships ■Extensive experience in marketing and sales Financial Planning and Analysis ■Strong skill sets in corporate finance and strategic planning Executive Compensation ■Experience in executive compensation and organizational best practices |
Governance Highlights
| 10 | DTE ENERGY 2024 PROXY STATEMENT |
Governance Highlights
| | Deborah L. Byers | | | Retired Americas Industry Leader, Ernst & Young LLP 2018 - 2022 Age: 62 Director since: 2023 Independent |
Governance Highlights
| Previous Experience 2013 - 2018 Ernst & Young LLP — Houston Office Managing Partner and US Energy Leader 2008 - 2013 Ernst & Young LLP — Managing Partner-Southwest Region Strategy & Transactions Other Public Boards 2023 - present Civitas Resources, Inc. 2022 - present Excelerate Energy, Inc. 2022 - present Kinetik Inc. | Qualifications Financial Planning and Analysis ■Significant financial reporting expertise for complex organizations Corporate Governance ■Leadership experience in audit practice and risk management Growth and Value Creation ■Experience in oversight of operations and strategy development |
Governance Highlights
| | Charles G. McClure, Jr. | | | Managing Partner, Michigan Capital Advisors (a venture capital company) 2014 - present Age: 70 Director since: 2012 Independent DTE Committees: Audit, Corporate Governance, Nuclear Review (Chair) |
Governance Highlights
| Previous Experience 2004 - 2013 Meritor, Inc. — Chairman of the Board, CEO and President 2003 - 2004 Federal-Mogul Corporation — CEO 2001 - 2003 Federal-Mogul Corporation — President and COO 1997 - 2000 Detroit Diesel Corporation — President and CEO Other Public Boards 2017 - present Crane Co. 2017 - present 3D Systems Inc. 2015 Remy International, Inc. 2004 - 2013 Meritor, Inc. | Qualifications CEO Experience ■CEO, president and director of several major domestic and international corporations Operational Effectiveness and Productivity ■Broad knowledge of business and industry Culture, Safety, and Talent Development ■Extensive proven leadership skills and service on boards of industry organizations |
Governance Highlights
| DTE ENERGY 2024 PROXY STATEMENT | 11 |
Governance Highlights
| | Gail J. McGovern | | | President and CEO, American Red Cross 2008 - present Age: 72 Director since: 2003 Independent DTE Committees: Finance, Organization & Compensation |
Governance Highlights
| Previous Experience 2002 - 2008 Harvard Business School — Professor 1998 - 2002 Fidelity Personal Investments (a unit of Fidelity Investments) — President Other Public Boards 2015 - present PayPal Holdings, Inc. 2015 eBay Inc. | Qualifications CEO Experience ■Top executive of major non-profit organization Customer Service and Relationships ■Extensive executive experience in marketing, sales and customer relations Growth and Value Creation ■Experience in strategic planning and corporate finance |
Governance Highlights
| | Mark A. Murray | | | Retired Vice Chairman, Meijer, Inc. 2013 - 2020 Age: 69 Director since: 2009 Independent DTE Committees: Corporate Governance, Nuclear Review, Organization & Compensation |
Governance Highlights
| Previous Experience 2016 - 2020 Meijer, Inc. — Executive Vice - Chair 2013 - 2016 Meijer, Inc. — Co-CEO 2006 - 2013 Meijer, Inc. — President 2001 - 2006 Grand Valley State University — President 1999 - 2001 State of Michigan — Treasurer 1998 - 1999 Michigan State University — VP of Finance and Administration Other Public Boards 2016 - present Fidelity Fixed Income and Asset Allocation 2004 - 2016 Universal Forest Products, Inc. | Qualifications CEO Experience ■President and Co-CEO of a major Michigan-based corporation Financial Planning and Analysis ■Strategic planning, corporate development and finance experience Regulatory and Energy Policy ■University president and state government official |
Governance Highlights
| 12 | DTE ENERGY 2024 PROXY STATEMENT |
Governance Highlights
| | Gerardo Norcia | | | Chairman 2022 - present, and CEO 2019 - present, DTE Energy Company Age: 61 Director since: 2019 Not Independent |
Governance Highlights
| Previous Experience 2016 - 2023 DTE Energy — President 2016 - 2019 DTE Energy — COO 2013 - 2016 DTE Electric — President and COO 2007 - 2013 DTE Gas — President and COO 2002 - 2007 DTE Gas Storage and Pipelines — President and COO | Qualifications Energy Industry Experience ■More than 30 years of leadership in business development, engineering and operations Operational Effectiveness and Productivity ■Extensive experience in customer relations, strategic planning and operational efficiency Culture, Safety, and Talent Development ■Broad experience with human capital management and safety leadership |
Governance Highlights
| | Robert C. Skaggs, Jr. | | | Retired Executive Chairman, DT Midstream, Inc. 2021 - 2023 Age: 69 Director since: 2017 Independent DTE Committees: Finance, Nuclear Review, Organization & Compensation |
Governance Highlights
| Previous Experience 2015 - 2016 Columbia Pipeline Group — Chairman and CEO 2004 - 2015 NiSource, Inc. — President 2005 - 2015 NiSource, Inc. — CEO Other Public Boards 2021 - present DT Midstream, Inc. 2019 - 2021 Team, Inc. 2015 - 2019 Cloud Peak Energy, Inc. 2014 - 2015 Columbia Pipeline Group, Inc. 2005 - 2015 NiSource, Inc. | Qualifications CEO Experience ■Extensive executive leadership experience in the utility sector Energy Industry Experience ■Broad experience in natural gas and electric generation, transmission, storage and distribution Regulatory and Energy Policy ■Experience developing regulatory strategies and leading external relations |
Governance Highlights
| DTE ENERGY 2024 PROXY STATEMENT | 13 |
Governance Highlights
| | David A. Thomas | | | President, Morehouse College 2018 - present Age: 67 Director since: 2013 Independent DTE Committees: Audit, Public Policy & Responsibility (Chair), Organization & Compensation |
Governance Highlights
| Previous Experience 2016 - 2017 Harvard Business School — H. Naylor Fitzhugh Professor of Business Administration 2011 - 2016 Georgetown University McDonough School of Business — Dean and William R. Berkeley Professor of Business Administration 1990 - 2011 Harvard Business School — H. Naylor Fitzhugh Professor of Business Administration 1986 - 1990 Wharton School of Finance — Assistant Professor of Management Other Public Boards 2021 - present Vanguard Family of Funds | Qualifications Culture, Safety, and Talent Development ■Leadership and research in corporate inclusion and diversity Corporate Governance ■Service on various corporate, civic and educational boards, advisor to other corporate boards Executive Experience ■Senior level higher education administrator ■Expertise in executive development and strategic human resource management |
Governance Highlights
| | Gary H. Torgow | | | Chairman, The Huntington National Bank 2021 - present Age: 67 Director since: 2019 Independent DTE Committees: Corporate Governance (Chair), Public Policy & Responsibility |
Governance Highlights
| Previous Experience 2019 - 2021 TCF Financial Corporation — Executive Chairman 2016 - 2019 Chemical Financial Corporation — Chairman 2009 - 2016 Talmer Bancorp, Inc. — Chairman Other Public Boards 2021 - Present Huntington Bancshares Incorporated 2019 - 2021 TCF Financial Corporation 2016 - 2019 Chemical Financial Corporation 2009 - 2016 Talmer Bancorp, Inc. | Qualifications Leadership Experience ■Chairman and executive experience in publicly held companies Financial Planning and Analysis ■Financial accounting for complex organizations and publicly held companies Growth and Value Creation ■Strong skill sets in corporate finance, community relations, strategic planning and corporate/business development |
Governance Highlights
| 14 | DTE ENERGY 2024 PROXY STATEMENT |
Governance Highlights
| | James H. Vandenberghe | | | Retired Vice chairman and former Director, Lear Corporation 1998 - 2008 Age: 74 Director since: 2006 Independent DTE Committees: Audit, Finance (Chair), Public Policy & Responsibility |
Governance Highlights
| Previous Experience 2006 - 2007 Lear Corporation — CFO 1997 - 1998 Lear Corporation - President and COO 1988 - 1997 Lear Corporation — CFO Other Public Boards 2008 - 2013 Federal-Mogul Corporation 1995 - 2008 Lear Corporation | Qualifications Growth and Value Creation ■Extensive experience in strategic planning and managing capital-intensive industries Financial Planning and Analysis ■Broad experience with public and financial accounting for complex organizations |
Governance Highlights
| | Valerie M. Williams | | | Retired Southwest Assurance Managing Partner, Ernst & Young LLP 2009 - 2016 Age: 67 Director since: 2018 Independent DTE Committees: Audit (Chair), Corporate Governance |
Governance Highlights
| Previous Experience 2006 - 2009 Ernst & Young, LLP—Southwest AABS Managing Partner 2005 Ernst & Young, LLP—National Office Professional Practice Partner Other Public Boards 2021 - present Devon Energy Corporation 2021 - present Franklin Templeton Funds 2016 - present Omnicom Group Inc. 2018 - 2021 WPX Energy, Inc. | Qualifications Financial Planning and Analysis ■Significant financial reporting expertise for complex organizations Corporate Governance ■Leadership experience in audit practice and risk management Growth and Value Creation ■Experience in oversight of operations and strategy development |
Governance Highlights
| DTE ENERGY 2024 PROXY STATEMENT | 15 |
Governance Highlights
Corporate Governance
Governance Guidelines
Governance Guidelines At DTE Energy, we are committed to operating in an ethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our shareholders. The foundation of our governance practices begins at the top, with the DTE Energy Board of Directors Mission and Guidelines (“Governance Guidelines”). The Governance Guidelines set forth the practices the Board follows with respect to Board composition and selection, Board meetings, the performance evaluation and succession planning for DTE Energy’s Chief Executive Officer, Board committees, Board compensation and communicating with the Board, among other things. The Governance Guidelines are also intended to align the interests of directors and management with those of our shareholders. The following is a summary of the Governance Guidelines, along with other governance practices at DTE Energy.
Election of Directors and Vacancies
Election of Directors and Vacancies The Company has a declassified board of directors. Directors are elected annually for terms which expire upon election of their successor at the next year’s annual shareholder meeting. If a vacancy on the Board occurs between annual shareholder meetings, the vacancy may be filled by a majority vote of the directors then in office. The new director’s term will expire upon election of their successor at the next year’s annual shareholder meeting. Under the Governance Guidelines, the Corporate Governance Committee periodically assesses the skills, characteristics and composition of the Board, along with the need for expertise and other relevant factors as it deems appropriate. In light of these assessments, and in light of the standards set forth in the Governance Guidelines, the Corporate Governance Committee may seek candidates with specific qualifications and candidates who satisfy other requirements set by the Board. We believe our Board should be comprised of directors who have had high-level executive experience, have been directors on other boards and have been tested through economic downturns and crises. Industry experience, regional relationships and broad diversity of experience and backgrounds are also factors in Board nominee selection. The Board’s Governance Guidelines confirm that we believe it is desirable for Board members to possess diverse characteristics of gender, race, ethnicity and age, and we consider these factors in Board evaluation and in the identification of candidates for Board membership. We believe this type of composition enables the Board to oversee the management of the business and affairs of the Company effectively. Information about the skills, experiences and qualifications of our directors is included in their biographies beginning on page 10. The Corporate Governance Committee considers candidates who have been properly nominated by shareholders, as well as candidates who have been identified by Board members and Company personnel. In addition, the Corporate Governance Committee has engaged a search firm to assist in the search for candidates and nominees and to evaluate the nominees’ skills against the Board’s criteria. Based on its review of all candidates, the Corporate Governance Committee recommends a slate of director nominees for election at the annual meeting of shareholders. The slate of nominees may include both incumbent and new nominees. Potential candidates are reviewed and evaluated by the Corporate Governance Committee, and selected candidates are then interviewed by one or more Corporate Governance Committee members. An invitation to join the Board is extended by the Board itself, through the Chairman and the Chair of the Corporate Governance Committee. During 2023, the Corporate Governance Committee screened director candidates and recommended to the Board that Deborah L. Byers and Nicholas K. Akins be elected as directors. Ms. Byers and Mr. Akins were each recommended as a potential candidate by a search firm. Ms. Byers was elected by the Board to serve for a term effective June 22, 2023 and expiring at the 2024 annual meeting. Mr. Akins was elected by the Board to serve for a term effective December 4, 2023 and expiring at the 2024 annual meeting. Under our Bylaws, a group of up to 20 shareholders owning 3% or more of the Company’s outstanding common stock continuously for at least three (3) years may nominate and include in the Company’s proxy materials a candidate for the Board of Directors (a Shareholder Nominee), provided that the shareholder(s) and the nominee satisfy the requirements specified in the Bylaws. The total number of Shareholder Nominees that the Company must include in the Company’s proxy materials in a given year shall not exceed 20% of the number of directors in office at the time of the nomination.
Elements of Director Compensation
Elements of Director Compensation Employee directors receive no payment for service as directors. The goal of our compensation policies for non-employee directors is to tie their compensation to your interests as shareholders. Accordingly, greater than 50% of a director’s annual compensation is in the form of equity-based compensation, including phantom shares of our common stock. Generally, the compensation program for non-employee directors is reviewed on an annual basis by the Corporate Governance Committee and the Board. This review includes a review of a comparative peer group of companies that is identical to the peer group used to review executive compensation (See “Executive Compensation—Compensation Discussion and Analysis” beginning on page 33). Based on its December 2023 review, the Board voted to increase director compensation effective January 1, 2024, as further described below.
Elements of Director Compensation
| Cash Compensation | | | Cash retainer | $120,000 annually | | Lead Independent Director retainer | $35,000 annually | | Committee chair retainer | $25,000 annually for Audit Committee Chair; $20,000 annually for Nuclear Review and Organization and Compensation Committee Chairs; $15,000 annually for Corporate Governance, Finance, and Public Policy and Responsibility Committee Chairs | | New Member Orientation/Mentor Program | $1,250 and $750 quarterly for the New Member and Mentor, respectively, for the duration of the orientation | | Equity Compensation | | | Upon first election to the Board | 1,000 shares of restricted DTE Energy common stock, subject to a 3-year vesting period | | Annual equity compensation | A variable number of phantom shares of DTE Energy common stock valued at $160,000 annually, with the actual number of phantom shares to be granted each year determined based on the closing price of the Company’s common stock on the date of the annual meeting(1) |
Elements of Director Compensation
(1)Phantom shares of DTE Energy common stock are credited to each non-employee director’s account the date of the annual meeting each year. Phantom share accounts are also credited with dividend equivalents which are reinvested into additional phantom shares.
2023 Director Compensation Table
2023 Director Compensation Table The following table details the compensation earned in 2023 by each of the non-employee directors:
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Nicholas K. Akins | 10,000 | 108,410 | 12 | 118,422 | | David A. Brandon | 140,000 | 145,000 | 5,494 | 290,494 | | Deborah L. Byers | 63,750 | 112,940 | 84 | 176,774 | | Charles G. McClure, Jr. | 138,333 | 145,000 | 5,494 | 288,827 | | Gail J. McGovern | 120,000 | 145,000 | 25,494 | 290,494 | | Mark A. Murray | 146,667 | 145,000 | 6,305 | 297,972 | | Ruth G. Shaw (retired) | 70,000 | — | 167 | 70,167 | | Robert C. Skaggs, Jr. | 120,000 | 145,000 | 5,305 | 270,305 | | David A. Thomas | 135,000 | 145,000 | 5,305 | 285,305 | | Gary Torgow | 130,000 | 145,000 | 305 | 275,305 | | James H. Vandenberghe | 135,000 | 145,000 | 5,494 | 285,494 | | Valerie M. Williams | 141,500 | 145,000 | 305 | 286,805 |
2023 Director Compensation Table
(1)The following table provides a detailed breakdown of the fees earned or paid in cash:
2023 Director Compensation Table
| | Fees Earned or Paid in Cash | | | | | Name | Board Retainer ($) | Lead Independent Director/Committee Chair Retainers ($) | New Member Orientation/Mentor Program Fees ($) | Total ($) | | Nicholas K. Akins | 10,000 | — | — | 10,000 | | David A. Brandon | 120,000 | 20,000 | — | 140,000 | | Deborah L. Byers | 60,000 | — | 3,750 | 63,750 | | Charles G. McClure, Jr. | 120,000 | 18,333 | — | 138,333 | | Gail J. McGovern | 120,000 | — | — | 120,000 | | Mark A. Murray | 120,000 | 26,667 | — | 146,667 | | Ruth G. Shaw (retired) | 60,000 | 10,000 | — | 70,000 | | Robert C. Skaggs, Jr. | 120,000 | — | — | 120,000 | | David A. Thomas | 120,000 | 15,000 | — | 135,000 | | Gary Torgow | 120,000 | 10,000 | — | 130,000 | | James H. Vandenberghe | 120,000 | 15,000 | — | 135,000 | | Valerie M. Williams | 120,000 | 20,000 | 1,500 | 141,500 |
2023 Director Compensation Table
Messrs. Brandon and Torgow elected to defer 100% of the fees detailed above into the DTE Energy Company Plan for Deferring the Payment of Directors’ Fees. (2)These amounts represent the dollar amounts of compensation cost for 2023 in accordance with ASC Topic 718 and, as such, include costs recognized in the financial statements with respect to phantom shares and shares of restricted stock granted. Because the phantom shares are 100% vested on the grant date, the ASC Topic 718 expense equals the grant date fair value as of May 4, 2023. The grant date fair value of $112.68 was the closing price of the Company stock on May 4, 2023. For all of the non-employee directors except Mr. Akins and Ms. Byers, this amount is $145,000 in phantom shares of DTE Energy stock granted on May 4, 2023, subject to a minimum one-year payment deferral. Based on the grant date fair value of $112.68, this equated to a grant of 1,285 phantom shares. For Mr. Akins, this amount is the value of 1,000 shares of restricted stock granted on December 4, 2023. For this award, the grant date fair value of $108.41 was the closing price on December 4, 2023. For Ms. Byers, this amount is the value of 1,000 shares of restricted stock granted on June 22, 2023. For this award, the grant date fair value of $112.94 was the closing price on June 22, 2023.
2023 Director Compensation Table
| DTE ENERGY 2024 PROXY STATEMENT | 25 |
2023 Director Compensation Table
Outstanding equity awards as of December 31, 2023 are as follows:
2023 Director Compensation Table
| Name | Phantom Shares in Equity Plan | Phantom Shares in Deferred Fee Plan | Restricted Stock | | Nicholas K. Akins | — | — | 1,000 | | David A. Brandon | 4,459 | 13,690 | — | | Deborah L. Byers | — | — | 1,000 | | Charles G. McClure, Jr. | 4,459 | 841 | — | | Gail J. McGovern | 49,014 | — | — | | Mark A. Murray | 4,459 | 841 | — | | Robert C. Skaggs, Jr. | 9,305 | — | — | | David A. Thomas | 4,459 | — | — | | Gary Torgow | 4,459 | 3,884 | — | | James H. Vandenberghe | 2,867 | 12,042 | — | | Valerie M. Williams | 4,459 | — | — |
2023 Director Compensation Table
(3)This amount is the total of the premiums paid for the group-term life insurance provided to the non-employee directors by the Company and all contributions made by the DTE Energy Foundation under the Company matching program. Information on Company Executive Officers Under our Bylaws, the officers of DTE Energy are elected annually by the Board of Directors, each to serve until his/her successor is elected and qualified, or until his/her resignation or removal. The current executive officers of the Company elected by the Board are as follows:
2023 Director Compensation Table
| Name | Age(1) | Present Position | Present Position Held Since | | JoAnn Chavez | 59 | Senior Vice President and Chief Legal Officer | 10/28/2019(2) | | Joi M. Harris | 54 | President and Chief Operating Officer, DTE Energy Company | 7/3/2023(2) | | Trevor F. Lauer | 59 | Vice Chairman and Group President | 7/3/2023(2) | | Lisa A. Muschong | 54 | Vice President, Corporate Secretary and Chief of Staff | 11/2/2015 | | Tracy J. Myrick | 48 | Chief Accounting Officer | 6/21/2021(2) | | Gerardo Norcia | 61 | Chairman and Chief Executive Officer | 7/3/2023(2) | | Matthew T. Paul | 54 | President and Chief Operating Officer, DTE Electric Company | 7/3/2023(2) | | Robert A. Richard | 63 | President and Chief Operating Officer, DTE Gas Company | 7/3/2023(2) | | David Ruud | 57 | Executive Vice President and Chief Financial Officer | 7/3/2023(2) | | Mark W. Stiers | 61 | President and Chief Operating Officer, DTE Vantage and Energy Trading | 4/1/2019(2) |
2023 Director Compensation Table
(1)As of March 7, 2024. (2)These executive officers have held various other positions at DTE Energy for five or more years. Compensation Committee Interlocks and Insider Participation During 2023, the Organization and Compensation Committee consisted of Dr. Shaw (until her retirement from the board in May 2023), Dr. Thomas (beginning May 2023), Messrs. Brandon, Murray and Skaggs, and Ms. McGovern. No member of the Organization and Compensation Committee serves as an officer or employee of the Company or any of its subsidiaries nor has any member of the Organization and Compensation Committee formerly served as an officer of the Company or any of its subsidiaries. During 2023, none of the executive officers of the Company served on the board of directors or on the compensation committee of any other entity, any of whose executive officers served either on the Board or on the Organization and Compensation Committee of the Company.
2023 Director Compensation Table
| 26 | DTE ENERGY 2024 PROXY STATEMENT |
2023 Director Compensation Table
Indemnification and Liability Pursuant to Article VI of our Articles of Incorporation, to the fullest extent permitted by law, no director of the Company shall be personally liable to the Company or its shareholders for any acts or omissions in the performance of his/her duties. Article VII of our Articles of Incorporation provides that each person who is or was or had agreed to become a director or officer, or each person who is or was serving or who had agreed to serve at the request of the Board as an employee or agent of the Company, or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including heirs, executors, administrators or estate of such person), shall be indemnified by the Company to the fullest extent permitted by law. We have entered into indemnification agreements with each of our directors and executive officers. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company. The Company, the directors and officers in their capacities as such are insured against liability for alleged wrongful acts (to the extent defined) under fifteen insurance policies providing aggregate coverage in the amount of $255 million. Security Ownership of Directors and Officers The following table sets forth information as of December 31, 2023, with respect to beneficial ownership of common stock, phantom stock, and performance shares for (i) each of our directors and nominees for director, (ii) our Chairman and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and the three other highest paid executive officers (together, the “Named Executive Officers”), and (iii) all executive officers and directors as a group. Executive officers for this purpose are those individuals defined as executive officers under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless otherwise indicated, each of the named individuals has sole voting and/or investment power over the shares identified. To our knowledge, no member of our management team or director was a beneficial owner of one percent or more of the outstanding shares of common stock as of December 31, 2023.
Compensation and Peer Group Assessment
Compensation and Peer Group Assessment Each component of executive compensation (see “Key Components of Executive Compensation” below) is compared, measured and evaluated against a peer group of companies. The O&C Committee approves the peer group and periodically reviews and updates the companies included in that group. The most recent peer group was approved by the O&C Committee in June 2021. That peer group, which is still applicable for 2023, consists of the companies listed below. Most of these companies, along with DTE Energy, participate in the same independent compensation surveys. The surveys provide data needed for accurate compensation comparisons. The peer group consists of utilities (including utility holding companies) and broad-based energy companies selected on the basis of revenues, financial strength, geographic location and availability of compensation information. The O&C Committee reviews the peer group data when making compensation decisions relating to the Named Executive Officers and the Company’s mix of compensation components. Management also retains an external consulting firm to conduct a market study covering compensation practices for similar positions in the peer group. The most recent market study was completed in October 2022 by Aon, whose comprehensive database included all of our desired utility/energy peer companies and also included data for most of our utility/energy-related executive positions.
Compensation and Peer Group Assessment
| Alliant Energy Company | Eversource Energy | | Ameren Corporation | FirstEnergy Corporation | | American Electric Power Company, Inc. | NiSource, Inc. | | CenterPoint Energy | PG&E Corporation | | CMS Energy Corporation | Pinnacle West Capital Corporation | | Consolidated Edison | Public Service Enterprise Group | | Dominion Energy | Sempra Energy | | Duke Energy Corporation | Southern Company | | Edison International | WEC Energy Group, Inc. | | Entergy Corporation | Xcel Energy, Inc. | | Evergy, Inc. | |
Compensation and Peer Group Assessment
| DTE ENERGY 2024 PROXY STATEMENT | 37 |
Annual and Long-Term Incentives
Annual and Long-Term Incentives We have two primary types of incentives that reward executives for performance. The incentives are designed to tie compensation to performance and encourage executives to align their interests with those of the shareholders and customers of the Company. Our annual incentives allow us to reward executives with annual cash bonuses for performance against pre-established objectives based on work performed in the prior year. Our long-term incentives allow us to grant executives long-term equity incentives to encourage continued employment with DTE Energy, to accomplish pre-defined long-term performance objectives and to create shareholder alignment. We believe the current mix among base salary, annual incentives, and long-term incentives is appropriately set to provide market-competitive compensation when Company performance warrants. The mix is more heavily weighted toward incentive compensation at higher executive levels within DTE Energy. The interplay between the annual incentives and the long-term incentives provides a balance to motivate executives to achieve our business goals and objectives and to properly reward executives for the achievement of such goals and objectives. The Board has implemented a “clawback” policy enabling the Company to recover incentive-based compensation awarded to current or former executives. If the Company is required to prepare an accounting restatement due to material noncompliance with federal securities laws, the Company will seek to recover from any current or former executive any previously awarded incentive-based compensation (including awards under the Annual Incentive Plan and the Long-Term Incentive Plan) that is greater than the amount that would have been awarded based upon the restated financial results. This "clawback" would apply to incentive-based compensation during the three-year period preceding the date on which the Company is required to prepare an accounting restatement.
Annual Incentives
Annual Incentives The objective of the annual incentives is to compensate individuals yearly based on the achievement of specific annual goals and tie compensation to near-term performance. Annual incentive awards are paid to our executives under the DTE Energy Annual Incentive Plan (“Annual Incentive Plan”). The O&C Committee sets individual performance measures, metrics and targets for the Named Executive Officers for each year using the measure, metrics, targets and procedures described below, and the Named Executive Officer’s performance against those measures, metrics and targets is considered when the O&C Committee determines the officer’s annual incentive award under the Annual Incentive Plan for that year.
Annual Incentives
| 38 | DTE ENERGY 2024 PROXY STATEMENT |
Annual Incentives
Under the terms of the Annual Incentive Plan, participating executives and other select employees may receive annual cash awards based on performance compared against pre-established Company and business unit objectives. Objectives that management proposes are reviewed and approved or revised by the O&C Committee, with financial goal recommendations reviewed by the Board’s Finance Committee, usually within the first 90 days of the performance period. The objectives include performance measures in several categories that are critical to our success. When setting these objectives, management and the O&C Committee determine the elements of our business that require the focused attention of the executives. The weights, which can change from year to year, are determined based on the Company’s key priorities and areas of focus for the upcoming year. The final awards, if any, are paid after the O&C Committee approves the final results of each objective. The amount of an executive’s Annual Incentive Plan award is determined as follows: ■The executive’s most recent year-end base salary is multiplied by an Annual Incentive Plan target percentage to arrive at the target award. ■The overall performance payout percentage, which can range from 0% to 200%, is determined based on final results compared to threshold, target and maximum levels for each objective. ■The target award is then multiplied by the performance payout percentage to arrive at the calculated award. Each objective has a threshold, target and maximum level. The Company or relevant business unit must attain a minimum level of achievement for an objective before any compensation is payable with respect to that objective. The minimum established level of each objective will result in a payout of 25% of target and the maximum established for each level (or better) will result in a payment of 200% of target. The operating earnings per share and cash from operations measures were chosen as indicators of the Company’s financial strength. The customer satisfaction, employee engagement and safety performance and effectiveness measures were selected to make the Company more responsive to our customers’ needs and to make the Company a safer and better place to work. For Messrs. Norcia, Ruud and Lauer, and Ms. Chavez, the Utility Operating Excellence measures were chosen as representative of electric generation, electric distribution, and gas system reliability. For Mr. Stiers, the DTE Vantage Business Development measures were chosen as representative of creating value while growing the business through new project development. For 2023, the performance objectives and the related weightings, thresholds, targets, maximums and results for calculating the Named Executive Officers’ annual incentive award amounts were as follows. For Messrs. Norcia, Ruud and Lauer and Ms. Chavez:
Annual Incentives
| Measures | Weight | Threshold | Target | Maximum | Result | | Payout | Weighted Average Payout | | Financial Performance: | | | | | | | | | | DTE Energy Adjusted Operating Earnings Per Share | 20% | $6.10 | $6.25 | $6.40 | | 5.73 | 0.0% | 0.00% | | DTE Energy Cash from Operations ($millions) | 20% | $2,746 | $3,051 | $3,356 | | 3,170 | 139.0% | 27.80% | | Customer Satisfaction: | | | | | | | | | | Net Promoter Score (NPS) | 12% | 35 | 39 | 43 | 27 | | 0.0% | 0.00% | | MPSC Customer Complaints | 8% | 2,008 | 1,912 | 1,816 | 5,062 | | 0.0% | 0.00% | | Safety & Engagement: | | | | | | | | | | DTE Energy OSHA Recordable Incident Rate** | 5% | 0.68 | 0.55 | 0.42 | 0.60 | | 0.0% | 0.00% | | DTE Energy High Energy Serious Injury or Fatality** | 5% | 4 | 2 | 0 | 2 | | 0.0% | 0.00% | | DTE Energy Employee Engagement– Gallup | 5% | 4.17 | 4.26 | 4.45 | 4.36 | | 152.6% | 7.63% | | Utility Operating Excellence Index: | | | | | | | | | | SAIDI excluding MEDs (minutes) | 5% | 180 | 150 | 127 | 157 | | 82.5% | 4.13% | | CEMI4 % of Customers | 5% | 8.10% | 7.55% | 7.00% | 13.38 | | 0.0% | 0.00% | | Nuclear On-Line Reliability Loss Factor (ORLF) | 10% | 1.45% | 1.03% | 0.61% | 6.36 | | 0.0% | 0.00% | | % of HCA Miles Assessable by ILI | 5% | 95.4% | 95.5% | 95.8% | 95.8 | | 200.0% | 10.00% | | Total | 100% | | | | | | | 49.56% |
Annual Incentives
**Safety measures have been zeroed out due to the OSHA recordable fatality which occurred in 2023.
Annual Incentives
| DTE ENERGY 2024 PROXY STATEMENT | 39 |
Annual Incentives
The measures in the above table are defined below: DTE Energy Adjusted Operating Earnings Per Share: DTE Energy reported earnings after operating adjustments divided by average shares outstanding. See page 7 for a discussion of operating earnings. DTE Energy Cash from Operations: DTE Energy cash from operations. Net Promoter Score ("NPS"): Measurement of how likely a customer is to recommend DTE to friends and colleagues. MPSC Customer Complaints: Number of complaints received by Michigan Public Service Commission (“MPSC”) in the calendar year for all business units across DTE Energy. DTE Energy OSHA Recordable Incident Rate: Number of Occupational Safety and Health Administration (“OSHA”) defined recordable injuries in the calendar year per 100 employees divided by the actual number of hours worked. DTE Energy High Energy Serious Injury or Fatality (HSIF): Number of incidents that occur as a result of a release of high energy where a serious injury or fatality (SIF) is sustained. DTE Energy Employee Engagement–Gallup: The DTE Energy Company Gallup Grand Mean score from the annual survey. SAIDI (System Average Interruption Duration Index), excluding Major Event Days ("MED"): The average minutes of interruption for all customers, excluding days exceeding the MED threshold. CEMI4 % of Customers: The percentage of customers that experience four interruptions or more in a calendar year. Nuclear On-Line Reliability Loss Factor (ORLF): The percentage of energy generation losses corrected for refueling outage losses and exempt activities. Exempt activities include reactor core manipulations, plant equipment testing, and expected thermal losses. % of HCA miles accessible by ILI: The percent of our transmission high consequence area ("HCA") miles that are assessable by In Line Inspection ("ILI"). The aggregate weighted payment percentage for the calculated award was 49.56% for Messrs. Norcia, Ruud and Lauer, and Ms. Chavez. For Mr. Stiers:
Annual Incentives
| Measures | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Average Payout | | Financial Performance: | | | | | | | | | DTE Vantage Operating Earnings ($millions) | 35% | $114 | $120 | $126 | $149 | 200.0% | 70.00% | | DTE Vantage Cash from Operations ($millions) | 5% | $97 | $108 | $119 | $145 | 200.0% | 10.00% | | DTE Energy Adjusted Operating Earnings Per Share | 10% | $6.10 | $6.25 | $6.40 | $5.73 | 0.0% | 0.00% | | Safety & Engagement: | | | | | | | | | DTE Vantage OSHA Recordable Incident Rate | 5% | 0.90 | 0.74 | 0.70 | 1.02 | 0.0% | 0.00% | | DTE Energy High Energy Serious Injury or Fatality** | 5% | 4 | 2 | 0 | 2 | 0.0% | 0.00% | | DTE Vantage Employee Engagement– Gallup | 5% | 4.17 | 4.26 | 4.45 | 4.31 | 126.3% | 6.32% | | Business Development: | | | | | | | | | New Project Net Present Value ($millions) | 10% | $25 | $40 | $60 | $69 | 200.0% | 20.00% | | Long-Range Earnings Growth ($millions) | 25% | $15 | $18 | $21 | $25 | 200.0% | 50.00% | | Total | 100% | | | | | | 156.32% |
Annual Incentives
**Safety measures have been zeroed out due to the OSHA recordable fatality which occurred in 2023. The measures in the above table are defined below: DTE Vantage Operating Earnings: DTE Vantage operating earnings with allowed adjustments. DTE Vantage Cash from Operations: DTE Vantage cash from operations. DTE Energy Adjusted Operating Earnings Per Share: DTE Energy reported earnings after operating adjustments divided by average shares outstanding. See page 7 for a discussion of operating earnings. DTE Vantage OSHA Recordable Incident Rate: Number of Occupational Safety and Health Administration (“OSHA”) defined recordable injuries in the calendar year per 100 employees divided by the actual number of hours worked.
Annual Incentives
| 40 | DTE ENERGY 2024 PROXY STATEMENT |
Annual Incentives
DTE Energy High Energy Serious Injury or Fatality (HSIF): Number of incidents that occur as a result of a release of high energy where a serious injury or fatality (SIF) is sustained. DTE Vantage Employee Engagement–Gallup: The DTE Vantage Gallup Grand Mean score from the annual survey. New Project Net Present Value: New Project Net Present Value ("NPV"). Examples include, but are not limited to: acquisitions, new builds, expansion or major restructuring of existing projects, contract extensions beyond original term, etc. Long-Range Earnings Growth: Progress towards growing 2027 earnings from new projects. The aggregate weighted payment percentage for the calculated award was 156.32% for Mr. Stiers.
Long-Term Incentives
Long-Term Incentives Long-term incentives provide the O&C Committee the ability to align programs that focus on our long-term performance over a three-year period, with the objective of aligning executives’ interests with those of our shareholders. Our principles for ownership of stock, discussed on page 44, ensure that the executives and other employees have a vested interest in the long-term financial health, management and success of the Company. The long-term incentives are awarded under the Long-Term Incentive Plan and reward executives and other employees with stock-based compensation. Named Executive Officers are eligible to receive restricted stock, performance shares, performance units, stock options or a combination of these awards. Since the creation of the Long-Term Incentive Plan, we have granted only performance shares, time-based restricted stock and nonqualified stock options. However, the O&C Committee has not granted stock options under the Long-Term Incentive Plan since 2010. Executives receive long-term incentive grants based upon a target percentage of base salary. The targeted award levels for the Named Executive Officers for 2023 were as follows: Mr. Norcia, 525% of base salary; Mr. Ruud, 245% of base salary; Mr. Lauer, 215% of base salary; Mr. Stiers, 180% of base salary and Ms. Chavez, 190% of base salary. In addition to the targeted award levels, the O&C Committee also considers previous years’ grants, career potential and retention in determining the final number of awards granted. The value of each element of these long-term incentive grants for 2023 was as follows:
Long-Term Incentives
| Performance Shares | Approximately 70% | | Restricted Stock | Approximately 30% |
Long-Term Incentives
This mix was designed to provide a balance of incentives to executives for creating long-term shareholder value through strong financial and operating performance and to align executive interests with shareholder interests. Performance Shares Granted in 2023: In 2023, performance shares represented approximately 70% of the overall long-term incentive grant value. Granting of performance shares allows us to tie long-term performance objectives with creating shareholder value. Performance shares entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, or a combination of the two, in the plan administrator’s discretion, depending on the level of achievement of performance measures. The performance measurement period for the 2023 grants is January 1, 2023 through December 31, 2025. Payments earned under the 2023 grants and the related performance measures are described in footnote 2 to the “Grants of Plan-Based Awards” table on page 48. In the event a participant retires (age 65 or age 55 or older with at least 10 years of service), dies or becomes disabled, the participant or beneficiary retains the right to a pro-rated number of the performance shares that would otherwise have been payable based upon actual results for the entire performance period. In the event employment terminates for any other reason, the participant forfeits all rights to any outstanding performance shares. In June 2009, the O&C Committee decided that, beginning with the 2010 performance share grants, dividends or dividend equivalents would not be paid on unvested or unearned performance shares. During the period beginning on the date the performance shares are awarded and ending on the certification date of the performance objectives, the number of performance shares awarded will be increased, assuming full dividend reinvestment at the fair market value on the dividend payment date. The cumulative number of performance shares will be adjusted to determine the final payment based on the performance objectives as certified by the Committee. Performance Shares Paid in 2023: The performance shares granted in 2020 were paid in early 2023. The payout amounts were based upon performance measures, each of which was weighted to reflect its importance to the total calculation. The Company had to attain a minimum level for
Long-Term Incentives
| DTE ENERGY 2024 PROXY STATEMENT | 41 |
Long-Term Incentives
each measure before any compensation was payable with respect to that measure. The minimum established level of each measure would have resulted in a payout of 50% of target, and an established maximum (or better) for each level would have resulted in a payout of 200% of target. The payout amount was based upon the following performance measures (and related weighting):
Long-Term Incentive Plan (2023 Payout of Awards Granted in 2020)
Long-Term Incentive Plan (2023 Payout of Awards Granted in 2020)
For Messrs. Norcia and Ruud and
| Measures | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Average Payout % | | Total Shareholder Return: DTE vs. Peer Group | 80% | 25th percentile | 50th percentile | 75th percentile | 73.00% | 192.00% | 153.60% | | Balance Sheet Health— FFO to Debt Ratio | 20% | 15.30% | 16.30% | 17.30% | 17.10% | 180.00% | 36.00% | | Total | 100% | | | | | | 189.60% |
For Mr. Stiers
| Measures | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Average Payout % | | Total Shareholder Return: DTE vs. Peer Group | 40% | 25th percentile | 50th percentile | 75th percentile | 73.00% | 192.00% | 76.80% | | Balance Sheet Health— FFO to Debt Ratio | 10% | 15.30% | 16.30% | 17.30% | 17.10% | 180.00% | 18.00% | | DTE Vantage Long-Range Earnings Growth | 50% | $19M | $31M | $43M | $43M | 200.00% | 100.00% | | Total | 100% | | | | | | 194.80% |
For Mr. Stiers
| Measures | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Average Payout % | | Total Shareholder Return: DTE vs. Peer Group | 60% | 25th percentile | 50th percentile | 75th percentile | 73.00% | 192.00% | 115.20% | | Balance Sheet Health— FFO to Debt Ratio | 20% | 15.30% | 16.30% | 17.30% | 17.10% | 180.00% | 36.00% | | DTE Electric Average Return on Equity 2020 - 2022 | 20% | 9.50% | 10.00% | 10.50% | 10.50% | 200.00% | 40.00% | | Total | 100% | | | | | | 191.20% |
For Mr. Stiers
Subordinated Debt; (3) exclude mandatory convertible notes and (4) include balance sheet impact of capitalizing operating leases. DTE Vantage Long-Range Earnings Growth: The measure of new and updated contracts completed between 2020 and 2022 that will generate earnings in 2023. DTE Electric Average Return on Equity 2020-2022: DTE Electric’s three-year average segment return on equity, expressed as a percentage, calculated based on operating income. The peer group for the performance shares granted under the Long-Term Incentive Plan, as approved by the O&C Committee, consists of the companies set forth below. These companies were selected because of a combination of the following: (1) their operations being largely regulated; (2) their size (based on market capitalization); and (3) their business strategies being similar to those of DTE Energy. In addition, companies that were in the process of being acquired were also eliminated. The O&C Committee reviews and approves this peer group annually.
For Mr. Stiers
| ALLETE, Inc. | IDACORP Inc. | | Alliant Energy Corporation | NiSource Inc. | | American Electric Power | NorthWestern Energy | | Ameren Corporation | OGE Energy Corporation | | Avista Corporation | Pinnacle West | | CenterPoint Energy, Inc. | PNM Resources | | CMS Energy Corporation | Portland General Electric Company | | Consolidated Edison, Inc. | Southern Company | | Dominion Energy | WEC Energy Group | | Duke Energy Corporation | Xcel Energy, Inc. | | Evergy Inc. | | | Eversource Energy | |
For Mr. Stiers
Total shareholder return compared to the Peer Group is the primary measure because it reflects how well our Company has performed on total return to its shareholders relative to the total shareholder returns of similar companies. As displayed above, the 2023 payout levels approved by the O&C Committee were 189.6% for Messrs. Norcia and Ruud and Ms. Chavez, 194.8% for Mr. Stiers, and 191.2% for Mr. Lauer. Payouts for the NEOs under the Long-Term Incentive Plan for 2021 and 2022 ranged from 148% to 178%. For more details of the 2023 payouts see footnote 2 to the “Option Exercises and Stock Vested in 2023” table on page 49. Restricted Stock: The restricted stock grants are time-based and generally include a three-year vesting period. The granting of restricted stock allows us to grant executives long-term equity incentives to encourage continued employment. In 2023, restricted stock was granted, representing approximately 30% of the overall Long-Term Incentive Plan grant value, with the restriction period ending on February 1, 2026. The three-year vesting period focuses on long-term value creation and executive retention, and requires continued employment throughout the restriction period. In the event a participant retires (age 65 or age 55 or older with at least 10 years of service), dies or becomes disabled, the participant or beneficiary retains the right to a pro-rated number of restricted shares. In the event employment terminates for any other reason, the participant forfeits all rights to any outstanding restricted shares.
Pension Benefits
Pension Benefits Substantially all non-represented employees hired prior to 2012, including our Named Executive Officers, are eligible to participate in our tax-qualified pension plan, the DTE Energy Company Retirement Plan. Named Executive Officers are also eligible to participate in our nonqualified pension plans, the DTE Energy Company Supplemental Retirement Plan and the DTE Energy Company Executive Supplemental Retirement Plan.
Pension Benefits
| DTE ENERGY 2024 PROXY STATEMENT | 43 |
Executive Benefits
Executive Benefits We provide executives with certain benefits generally not available to our other employees as a matter of competitive practice and as a retention tool. The O&C Committee periodically reviews the level of benefits provided to executives against a peer group to ensure they are reasonable and consistent with our overall compensation objectives. During 2023, we provided various benefits for a limited number of officers that included the following: ■Security driver for business: Based on our executive security policies and a security risk assessment by the Company’s chief security officer, the Board requires Mr. Norcia to use a Company car and security driver while on Company business. ■Corporate aircraft for limited business travel: We lease a fractional share of an aircraft for limited business travel by executives and other employees when there is an appropriate business purpose. Personal use of the aircraft is not allowed except in unusual circumstances and requires the prior approval of the CEO or Audit Committee. During 2023, there was no personal use of the corporate aircraft by an executive. ■Supplemental retirement benefits: Certain executives are eligible for both tax-qualified and non-qualified retirement benefits which are commonly offered by other employers in our peer group. For further description of the supplemental retirement benefits, see "Pension Benefits" beginning on page 49. ■Other benefits: Executives are allowed the limited use of corporate event tickets and the corporate condominium when available. The Company also provides home security monitoring for some executives, including some of the Named Executive Officers.
Post-Termination Agreements
Post-Termination Agreements We have entered into indemnification agreements and change-in-control agreements with each of the Named Executive Officers and certain other executives. Additionally, all officers of the Company, with the exception of Mr. Norcia, participate in the DTE Energy Company Executive Severance Allowance Plan (the “Executive Severance Plan”). The indemnification agreements require that we indemnify these individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company. The change-in-control agreements are intended to provide continuity of management in the event there is a change in control of the Company and to align executive and shareholder interests in support of corporate transactions. The Executive Severance Plan is intended to provide specific severance benefits to eligible executive employees whose employment with the Company is involuntarily terminated under specified circumstances. Separately, the Company has entered into an employment agreement with Mr. Norcia, whereby he is eligible for benefits including severance pay, bonus payment, restricted and performance share payout, and health and welfare benefits if he resigns for good reason (including demotion, involuntary relocation, or reduction in salary) or is terminated without cause (with "cause" defined as conviction of a crime, commission of fraud, material violation of Company policy, or conduct that results in material harm to the Company). The important terms of, and the potential payments provided under, the change-in-control agreements, the Executive Severance Plan, and Mr. Norcia’s employment agreement are described beginning on page 53.
Nonqualified Deferred Compensation Programs
Nonqualified Deferred Compensation Programs We have structured all of our nonqualified deferred compensation programs to comply with Internal Revenue Code Section 409A, as added by the American Jobs Creation Act of 2004. Internal Revenue Code Section 409A imposes additional tax penalties on our executive officers for certain types of nonqualified deferred compensation that are not in compliance with the form and timing of elections and distribution requirements of that section.
Accounting Considerations
Accounting Considerations Accounting considerations also play a role in our executive compensation program. Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) requires us to expense the fair value of our stock option grants over the vesting period, which reduces the amount of our reported profits. Because of this stock-based expensing and the impact of dilution to our shareholders, we closely monitor the number and the fair values of the option shares.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation earned by each of the Named Executive Officers for the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Gerardo Norcia | | | | | | | | | Chairman and Chief Executive Officer | 2023 | 1,340,000 | 6,729,046 | 896,540 | 1,176,501 | 136,011 | 10,278,098 | | | 2022 | 1,330,769 | 7,013,377 | 1,937,300 | 37,810 | 138,962 | 10,458,218 | | | 2021 | 1,276,923 | 6,524,979 | 2,032,700 | 1,073,599 | 220,076 | 11,128,277 | | David Ruud | | | | | | | | | Executive Vice President and Chief Financial Officer | 2023 | 670,000 | 1,807,875 | 265,600 | 800,777 | 43,947 | 3,588,199 | | | 2022 | 660,769 | 1,526,921 | 581,200 | — | 42,828 | 2,811,718 | | | 2021 | 623,077 | 1,279,526 | 604,400 | 698,995 | 39,161 | 3,245,159 | | JoAnn Chavez | | | | | | | | | Senior Vice President and Chief Legal Officer | 2023 | 605,000 | 1,104,059 | 209,900 | 362,105 | 91,317 | 2,372,381 | | | 2022 | 596,923 | 1,286,461 | 489,800 | 69,126 | 44,882 | 2,487,192 | | Trevor F. Lauer | | | | | | | | | Vice Chairman and Group President - DTE | 2023 | 640,000 | 1,320,426 | 253,700 | 534,753 | 55,604 | 2,804,483 | | | 2022 | 635,615 | 1,923,680 | 540,100 | — | 52,773 | 3,152,168 | | | 2021 | 616,846 | 1,351,952 | 516,100 | 721,679 | 63,171 | 3,269,748 | | Mark W. Stiers | | | | | | | | | President and Chief Operating Officer - DTE Vantage and Energy Trading | 2023 | 597,000 | 1,047,316 | 699,900 | 304,150 | 47,280 | 2,695,646 | | | 2022 | 592,385 | 1,070,047 | 617,100 | 255,821 | 46,198 | 2,581,551 | | | 2021 | 573,077 | 965,680 | 706,600 | 244,627 | 40,208 | 2,530,192 |
Summary Compensation Table
(1)The base salary amounts reported include amounts which were voluntarily deferred by the Named Executive Officers into the DTE Energy Company Supplemental Savings Plan (a nonqualified 401(k) plan, the “Supplemental Savings Plan”). The amounts deferred by each of the Named Executive Officers were as follows:
Summary Compensation Table
| Name | 2023 Deferred Amount ($) | 2022 Deferred Amount ($) | 2021 Deferred Amount ($) | | Gerardo Norcia | 111,500 | 112,577 | 108,192 | | David Ruud | 31,100 | 32,362 | 30,346 | | JoAnn Chavez | 68,250 | 69,039 | — | | Trevor F. Lauer | 64,985 | 64,663 | 62,751 | | Mark W. Stiers | 25,260 | 26,891 | 26,346 |
Summary Compensation Table
(2)The long term incentive grants are valued in accordance with ASC Topic 718, based on the market price of our common stock on the grant date of the award, under the assumption that target performance will be achieved or the service requirement will be met and the awards will vest and will not be forfeited. The aggregate grant date fair value of equity grants is equal to the closing price of DTE Energy’s common stock on the date of grant. The number of awards granted and other information related to the 2023 grants are detailed in the “Grants of Plan-Based Awards” table on page 48. (3)The 2023 annual incentive amounts, shown in the Non-Equity Incentive Plan Compensation column, paid to the Named Executive Officers were calculated as described beginning on page 38. (4)The amounts in this column represent the aggregate change in the actuarial present values of each Named Executive Officer’s accumulated benefits under the DTE Energy Company Retirement Plan ("Qualified Plan"), the DTE Energy Company Supplemental Retirement Plan ("SRP"), and the DTE Energy Company Executive Supplemental Retirement Plan ("ESRP"). The
Summary Compensation Table
| 46 | DTE ENERGY 2024 PROXY STATEMENT |
Summary Compensation Table
measurement period for each of 2021, 2022, and 2023 was the calendar year. Amounts in this column change from year to year based on a number of different variables. The primary variable is the discount rate used for valuation purposes. The discount rates used for 2021 valuations were 2.91% for the Qualified Plan, 2.41% for the SRP, and 2.57% for the ESRP. The discount rates used for 2022 valuations were 5.19% for the Qualified Plan, 5.02% for the SRP, and 5.07% for the ESRP. The discount rates used for 2023 valuations were 5.00% for the Qualified Plan, 4.81% for the SRP, and 4.88% for the ESRP. SEC rules indicate that if the change in pension value is negative, the result should be displayed as $0 in the Summary Compensation Table. For Messrs. Ruud and Lauer the 2022 actual change in pension values were $(232,680) and $(91,081), respectively. These plans are described in more detail beginning on page 49. (5)The following table provides a breakdown of the 2023 amounts reported in this column:
Summary Compensation Table
| Name | Company Matching Contributions to the Savings Plan ($)* | Company Matching Contributions to the Supplemental Savings Plan ($) *, ** | Additional Benefits ($)*** | Total ($) | | Gerardo Norcia | 12,369 | 68,031 | 55,611 | 136,011 | | David Ruud | 15,462 | 24,738 | 3,747 | 43,947 | | JoAnn Chavez | 8,377 | 27,923 | 55,017 | 91,317 | | Trevor F. Lauer | 2,954 | 35,446 | 17,204 | 55,604 | | Mark W. Stiers | 16,532 | 19,288 | 11,460 | 47,280 |
Summary Compensation Table
* The matching contributions reflected in these two columns are predicated on the Named Executive Officers making contributions from eligible compensation to the DTE Energy Savings and Stock Ownership Plan (a tax-qualified 401(k) plan, the “Savings Plan”) and the Supplemental Savings Plan. The total combined Company matching contributions between the plans cannot exceed 6% of eligible compensation for each of the Named Executive Officers. ** The Supplemental Savings Plan provides for deferring compensation in excess of various Internal Revenue Code limits imposed on tax qualified plans, including the maximum employee pre-tax contribution limit ($19,500 plus $6,500 per year catch-up contributions for 2021, $20,500 plus $6,500 per year catch-up contributions for 2022 and $22,500 plus $7,500 per year catch-up contributions for 2023) and the compensation limit ($290,000 for 2021, $305,000 for 2022 and $330,000 for 2023). Supplemental Savings Plan account balances are paid only in cash to the Named Executive Officer upon termination of employment. *** The value attributable to executive benefits for the Named Executive Officers. Executive benefits made available to certain of the Named Executive Officers during 2023 included such things as security services and limited personal use of corporate event tickets, the corporate condominium, and the corporate leased jet. In 2023, Mr. Norcia received the services of a security driver while on Company business valued at $36,472. Additionally, Ms. Chavez participated in our DTE Foundation Matching gift program and made gifts which the company matched in the amount of $45,758. See “Executive Benefits” on page 44 for a full discussion of executive benefits.
Summary Compensation Table
| DTE ENERGY 2024 PROXY STATEMENT | 47 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | | Name | Grant Date | Threshold ($) | Target Award ($) | Maximum ($) | Threshold (#) | Target Award (#) | Maximum (#) | All other Stock awards (#) (3) | Exercise or base price ($/Sh) | Grant date fair value ($) (4) | | Gerardo Norcia | | — | 1,809,000 | 3,618,000 | — | | | | | | | | 2/22/2023 | | | | | 41,383 | 82,766 | | 112.81 | 4,668,416 | | | 2/1/2023 | | | | | | | 17,735 | 116.19 | 2,060,630 | | David Ruud | | — | 536,000 | 1,072,000 | — | | | | | | | | 2/22/2023 | | | | | 11,700 | 23,400 | | 112.81 | 1,319,877 | | | 2/1/2023 | | | | | | | 4,200 | 116.19 | 487,998 | | JoAnn Chavez | | — | 423,500 | 847,000 | — | | | | | | | | 2/22/2023 | | | | | 6,800 | 13,600 | | 112.81 | 767,108 | | | 2/1/2023 | | | | | | | 2,900 | 116.19 | 336,951 | | Trevor F. Lauer | | — | 512,000 | 1,024,000 | — | | | | | | | | 2/22/2023 | | | | | 8,100 | 16,200 | | 112.81 | 913,761 | | | 2/1/2023 | | | | | | | 3,500 | 116.19 | 406,665 | | Mark W. Stiers | | — | 447,750 | 895,500 | — | | | | | | | | 2/22/2023 | | | | | 6,400 | 12,800 | | 112.81 | 721,984 | | | 2/1/2023 | | | | | | | 2,800 | 116.19 | 325,332 |
Grants of Plan-Based Awards
(1)These dollar amounts represent the threshold, target and maximum calculated awards for the 2023 plan year under the Annual Incentive Plan. The various measures and details relating to the 2023 final awards are presented beginning on page 38. (2)The target column represents the number of performance shares granted to the Named Executive Officers under the Long-Term Incentive Plan on February 22, 2023. The performance measurement period for the 2023 grants is January 1, 2023 through December 31, 2025. For Messrs. Norcia, Lauer and Ruud, and Ms. Chavez, payments earned from the 2023 grants will be based on two performance measures weighted as follows: (i) total shareholder return vs. shareholder return of a custom peer group (80%) and (ii) 3-year cumulative operating earnings per share (20%), for Mr. Stiers, payments earned from the 2023 grants will be based on three performance measures weighted as follows: (i) total shareholder return vs. shareholder return of a custom peer group (40%), (ii) 3-year cumulative operating earnings per share (10%) and (iii) DTE Vantage projects long-range earnings growth (50%). Beginning with the 2022 performance share grants, the total shareholder return target and maximum were increased to the 55th and 80th percentile (versus 50th and 75th percentile), respectively. These changes were made in support of DTE’s overall pay for performance philosophy. The final payouts, if any, will occur after the O&C Committee certifies the final results in early 2026. Beginning with 2010 performance share grants, dividends or dividend equivalents are not paid on unvested performance shares. (3)This column reports the number of shares of restricted stock granted under the Long-Term Incentive Plan to each of the Named Executive Officers on February 1, 2023. These shares of restricted stock will vest on February 1, 2026, assuming the Named Executive Officer is still actively employed by the Company on that date. Dividends on these shares of restricted stock are paid to the Named Executive Officer during the vesting period and are paid at the same rate as dividends paid to shareholders. (4)The long-term incentive grants are valued in accordance with FASB ASC Topic 718, based on the market price of our common stock on the grant date of the award, under the assumption that target performance will be achieved or the service requirement will be met and the awards will vest and will not be forfeited. The aggregate grant date fair value of equity grants is equal to the closing price of DTE Energy’s common stock on the date of grant.
Grants of Plan-Based Awards
| 48 | DTE ENERGY 2024 PROXY STATEMENT |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) | | Gerardo Norcia | 54,306 | 5,987,780 | 134,222 | 14,799,318 | | David Ruud | 11,763 | 1,296,988 | 30,921 | 3,409,349 | | JoAnn Chavez | 8,740 | 963,672 | 22,545 | 2,485,812 | | Trevor F. Lauer | 10,998 | 1,212,639 | 31,546 | 3,478,262 | | Mark W. Stiers | 8,322 | 917,584 | 20,313 | 2,239,711 |
Outstanding Equity Awards at Fiscal Year-End
(1)The numbers in this column reflect the total number of unvested shares of restricted stock granted on January 27, 2021, February 2, 2022, and February 1, 2023. Each of these grants will vest on the third anniversary of the date of the grant. (2)The dollar value of the unvested shares of restricted stock reported in the preceding column valued at the closing price of DTE Energy common stock on December 31, 2023 ($110.26 per share). (3)The numbers in this column reflect the total number of unvested performance shares (rounded to the nearest whole share), at target level of performance, granted on January 27, 2021, February 2, 2022, and February 22, 2023. The payout, if any, will occur after the end of each respective three-year performance period. (4)The dollar value of the unvested performance shares reported in the preceding column valued at the closing price of DTE Energy common stock on December 31, 2023 ($110.26 per share).
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Gerardo Norcia | 15,013(1) | 1,705,327 | | | 73,130(2) | 8,497,023 | | David Ruud | 1,764(1) | 200,373 | | | 8,593(2) | 998,407 | | JoAnn Chavez | 2,234(1) | 253,760 | | | 10,802(2) | 1,255,140 | | Trevor F. Lauer | 3,646(1) | 414,149 | | | 17,578(2) | 2,042,432 | | Mark W. Stiers | 2,587(1) | 293,857 | | | 12,864(2) | 1,494,722 |
Option Exercises and Stock Vested in 2023
(1)This row is the number and related fair market value of the time-based restricted stock that was originally granted on January 29, 2020. This also includes share adjustments due to the DT Midstream spin-off, granted on July 1, 2021. These shares vested on January 29, 2023. (2)This row is the number of the performance shares that were originally granted on January 29, 2020 and July 1, 2021 (share adjustments due to DT Midstream spin-off), increased by dividend equivalents (assuming full dividend reinvestment at the fair market value on the dividend payment date) and related fair market value as of February 1, 2023, based upon performance measures described beginning on page 41 in “Long-Term Incentives.”
Pension Benefits
Pension Benefits For purposes of the following discussion concerning the tax-qualified and nonqualified pension benefits for which our Named Executive Officers are eligible, we will be using the following terms: ■“Cash Balance Plan” means the New Horizon Cash Balance component of the Retirement Plan (tax-qualified plan). ■“ESRP” means the DTE Energy Company Executive Supplemental Retirement Plan (nonqualified plan for tax purposes). ■“Retirement Plan” means the DTE Energy Company Retirement Plan (tax-qualified plan).
Pension Benefits
| DTE ENERGY 2024 PROXY STATEMENT | 49 |
Pension Benefits
■“SRP” means the DTE Energy Company Supplemental Retirement Plan (nonqualified plan for tax purposes). ■“Traditional Retirement Plan” means the DTE Traditional component of the Retirement Plan (tax-qualified plan). The “Pension Benefits” table below describes the tax-qualified and nonqualified pension benefits for the Named Executive Officers as of December 31, 2023.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($) | | | Cash Balance Plan | 21.2 | 391,895 | | Gerardo Norcia | SRP | 21.2 | 1,882,550 | | | ESRP | 21.2 | 4,608,954 | | | Cash Balance Plan | 18.7 | 440,183 | | David Ruud | SRP | 18.7 | 985,815 | | | ESRP | 18.7 | 3,185,902 | | | Cash Balance Plan | 16.9 | 391,122 | | JoAnn Chavez | SRP | 16.9 | 455,827 | | | ESRP | 16.9 | 1,237,869 | | | Cash Balance Plan | 18.5 | 435,582 | | Trevor F. Lauer | SRP | 18.5 | 766,244 | | | ESRP | 18.5 | 2,843,363 | | | Cash Balance Plan | 17.6 | 408,339 | | Mark Stiers | SRP | 17.6 | 651,442 | | | ESRP | 17.6 | 1,312,240 |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table details the contributions (both employee and Company), earnings on the total account, withdrawals/distributions and aggregate year-end balance for the Supplemental Savings Plan for 2023. This plan is more fully described below.
Nonqualified Deferred Compensation
| Name | Executive Contribution in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earning in Last Fiscal Year ($)(3) | Aggregate Balance at Last Fiscal Year End ($) | | Gerardo Norcia | 111,500 | 68,031 | 225,733 | 2,144,175 | | David Ruud | 31,100 | 24,738 | 107,205 | 994,833 | | JoAnn Chavez | 68,250 | 27,923 | 121,625 | 1,117,355 | | Trevor F. Lauer | 64,985 | 35,446 | 202,427 | 1,555,162 | | Mark W. Stiers | 25,260 | 19,288 | 82,861 | 659,662 |
Nonqualified Deferred Compensation
(1)During 2023, all of the Named Executive Officers were participants in the Supplemental Savings Plan. These amounts represent the amounts deferred from eligible compensation into the Supplemental Savings Plan. (2)These amounts are the Company matching contributions to the Supplemental Savings Plan for 2023 and are included in the “Summary Compensation Table” on page 46 as “All Other Compensation.”
Nonqualified Deferred Compensation
| DTE ENERGY 2024 PROXY STATEMENT | 51 |
Nonqualified Deferred Compensation
(3)These earnings represent the total investment income earned in 2023 on the various investment alternatives that can be selected and directed by participants. The aggregate earnings are not reported as compensation in the Summary Compensation Table. The Supplemental Savings Plan — The percentage a participant may contribute to the Supplemental Savings Plan is the same as the pre-tax percentage that the participant elects to contribute to the Savings Plan. Company matching contributions mirror those under the Savings Plan. The investment options and restrictions are the same as under the Savings Plan, other than investment options available under the self-directed account feature of the Savings Plan. Participants are 100% vested at all times in the value of their contributions and Company matching contributions. We maintain bookkeeping accounts for participants in the Supplemental Savings Plan. In order to comply with Internal Revenue Code Section 409A, there are separate accounts for monies deferred for participant contributions and Company matching contributions on or after January 1, 2005. A participant’s benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and related Company contributions have been invested. No actual “contributions” are made to the funds themselves. Earnings or losses are calculated using the daily valuation methodology employed by the record keeper for each corresponding fund under the Savings Plan. When a participant terminates employment with the Company, the participant will be eligible to receive the full value of his or her Supplemental Savings Plan account, including all of his or her own contributions and all Company contributions, adjusted for investment earnings and losses. In the event of death, a lump sum distribution will be paid to the participant’s spouse or other designated beneficiary. Distributions from the Supplemental Savings Plan will be paid in cash. Distributions will be made in accordance with the participant’s distribution election. A participant may elect to take a lump sum distribution or annual payments over a period of not less than two years and not more than 15 years. Lump sums and the first annual installment payments from the participant’s pre-2005 account will be made no later than March 1 of the plan year following the year of termination. Subsequent annual installments will be made no later than March 1 of the installment period. In practice, lump sums, the first annual installment payment and subsequent annual installment payments are made in January. Lump sums and the first annual installment payments from the participant’s post-2004 account will be made as of January 1 of the plan year following the year of termination or next following the latest date to which the participant deferred the distribution under the terms of the plan; however, Named Executive Officers and certain other executives must wait a minimum of six months after termination prior to receiving a distribution from post-2004 balances. Subsequent annual installments will be made as of January 1 of the installment period.
Nonqualified Deferred Compensation
| 52 | DTE ENERGY 2024 PROXY STATEMENT |
Nonqualified Deferred Compensation
Potential Payments Upon Termination of Employment Other than the Change-In-Control Severance Agreements, Executive Severance Allowance Plan and an employment agreement with Mr. Norcia, discussed below, we have not entered into any other severance agreements or other arrangements with the Named Executive Officers and do not maintain any other severance benefit programs for the Named Executive Officers.
Employment Agreement for Mr. Norcia
| | | Summary Compensation Table with Median Employee | | | | | | | | | | | Salary (1) | | | | | | | | | | Year | Base Salary ($) | Overtime ($) | Stock Awards ($) | Non-Equity Incentive Comp. ($) | Change in Pension Value ($) | All Other Compensation ($) | Total ($) | 2023 Pay Ratio | | Gerardo Norcia | 2023 | 1,340,000 | — | 6,729,046 | 896,540 | 1,176,501 | 136,011 | 10,278,098 | 71 | | Median Employee | 2023 | 97,559 | 35,647 | — | — | — | 11,196 | 144,402 | |