DTE ENERGY CO

Our Operating Model

Becoming best in the world and best for the world includes having great corporate governance, competitive compensation and excellent shareholder relations. To achieve this, we’ve developed an operating model that is memorable, sustainable, and actionable by all employees to ensure it drives the behaviors that help us reach our aspiration.

Our Aspiration

Best in the world and best for the world

At DTE (“DTE Energy,” the “Company,” “we,” “us” or “our”), we aspire to be best in the world and best for the world. This aspiration drives everything we do, including our priorities for serving each of our stakeholders: Our Team, Customers, Communities, and Investors. Our stakeholder priorities drive our daily, monthly and annual plans which help us to achieve this aspiration. Our Board of Directors (the “Board”) evaluates our Company’s and executives’ performance based upon goals that align to our priorities for each of our stakeholders, and we will refer to these stakeholders as we discuss DTE’s performance and our compensation programs throughout this proxy statement.

Our Purpose

We improve lives with our energy

At DTE, the word energy has two meanings – our products and our personal energy. Each employee can reflect on our purpose each day and ask themselves “How did I improve lives today with my energy?”

Our Strategy

Distinctive service excellence and growth

To achieve our aspiration to be best in the world and best for the world, we’ve developed a strategy based on distinctive service excellence and growth focusing on three key areas: who we serve, how we serve and how we lead.

Our Priorities

At DTE, we use our Operating Model as a guide to develop our priorities and deliver for our stakeholders. Focusing on the priorities of each of our stakeholder groups will allow us to reach our aspirations and best serve our customers.

Shareholder Engagement

We have continued our shareholder engagement activities this year and, as a result of those discussions, we’ve learned a lot about what is important to our shareholders. The shareholder engagement team consists of members from the Corporate Secretary’s office, the Office of the General Counsel, Investor Relations, and Environmental Management & Safety. Additionally, our Lead Independent Director participated in a number of engagements with our largest shareholders. Shareholder engagement is a year-round process for us.

In 2023, the Company held discussions with shareholders who collectively own or exercise voting control over 48% of the Company’s outstanding shares. In addition, the Company routinely contacts shareholders who have submitted proposals for inclusion in our annual proxy statement in an effort to understand their concerns and to address, where possible, the issues behind their proposals. We will continue to look for opportunities to provide more information about the Company’s approach on topics of interest to shareholders, and to stimulate more conversations with shareholders.

Sustainability Commitment

At DTE, we strive to do what’s right for our employees, customers, communities and stakeholders, not necessarily what’s easy. That means sustainability matters guide us in how we do business, including in our operations, environmental efforts, corporate governance, corporate citizenship and human capital management. In addition to preparing for future compliance with anticipated disclosure rules, we believe in transparently sharing our sustainability strategies and ensuring data accuracy to help drive progress across the communities we serve and in our industry.

Ultimate oversight of our company’s sustainability efforts – including enterprise risk management – rests with the Board of Directors and permeates all levels of DTE’s executive leadership. The Board’s commitment to sustainability has been and continues to be effectuated through its committee structure. As further described below, the Public Policy and Responsibility Committee maintains primary oversight for sustainability matters generally, while the Audit, Organization & Compensation, and Corporate Governance Committees oversee those matters within their expertise, and the entire Board remains committed to and updated on these matters regularly.

Environmental Highlights

From the output of our power generation sources to the facilities we operate, the property we manage and the communities where we live and work, DTE seeks to embrace all aspects of sound environmental stewardship. DTE was among the first utilities in the nation to announce carbon reduction goals and has continued to accelerate that original plan. Our environmental stewardship extends beyond carbon reduction to reducing emissions of air pollutants, improving water management, increasing the energy efficiency of our operations and following land management best practices.

DTE’s mission is to create a cleaner, healthier environment today and for generations to come. We’re doing this by investing billions of dollars in cleaner sources of generation, a more resilient grid and improvements to our natural gas procurement and delivery systems. Our electric and gas utilities have ambitious aspirational targets to achieve net zero by 2050 and are working to improve the reliability of our energy delivery systems to meet the needs of a 21st century economy.

■Placed Michigan's largest wind park in operation: Meridian Wind, a 225-megawatt park located in Midland and Saginaw counties, generates enough clean energy to power more than 78,000 homes.

■Earned recognition for MIGreenPower as top utility green tariff program in the U.S.: DTE's MIGreenPower program, which enables DTE Electric customers to attribute some or all of their electricity use to renewable energy, was recognized as the top utility green tariff program in the U.S. MIGreenPower continues to meet high demand for clean energy solutions and enrolled many notable organizations in 2023.

■Received approval of historic Integrated Resource Plan: This plan accelerates DTE's decarbonization goals, further accelerating the full retirement of the Monroe Power Plant from 2035 to 2032. DTE Electric plans to achieve 85% CO 2 emission reductions in 2032 with a goal of net zero carbon emissions by 2050.

■Earned recognition of energy efficiency program excellence: DTE was named ENERGY STAR Partner of the Year for the second consecutive year by the Environmental Protection Agency and the Department of Energy, the highest level of recognition.

Social Highlights

As DTE focuses on delivering safe, more reliable, affordable and cleaner energy for our customers in Michigan, we also offer hope and inspiration to the communities we serve by transforming neighborhoods and promoting economic prosperity. In addition to providing gas and electric service across the state, we aspire to be the best IN the world and the best FOR the world. We demonstrate this by how we care for our employees, providing a safe, caring and inclusive workplace, as well as strategic talent management initiatives, and how we connect with our communities by making sure our corporate citizenship programs are impactful and our supply chain reflects the diversity of the people we serve.

■Safety First: DTE achieved top decile safety performance among our industry peers for our OSHA recordables metrics.

■Earned numerous honors as a great place to work including:

o Recognized as a Gallup Exceptional Workplace for 11th consecutive year, placing DTE in the top 6% of companies globally

o Named Metro Detroit’s Best and Brightest Companies to Work for 19 years, earning the 2023 Elite Award for employee enrichment, engagement and retention

o Received the 2023 C. Everett Koop National Health Award for programs to improve employee health and wellness

o Named one of Diversity Inc.’s 2023 top utilities in diversity, equity and inclusion

o Listed as Newsweek’s America’s Most Trustworthy Companies in 2023 (ranked 25 out of 47 utility companies)

o Included as Time’s 2023 Best Companies for Future Leaders

o Listed as Forbes’ 2023 America’s Best Large Employers (ranked 107 out of 200), America’s Best Employers by State (ranked 11 out of 72 in Michigan) and America’s Best Employers for Diversity

■Made a difference in our communities:

o Contributed millions in grants from the DTE Energy Foundation: The DTE Foundation contributed $17.2 million in 2023 to support local organizations across the state focused on arts and culture, community transformation, economic progress, education and employment, environment and human needs.

o Supported United Way with a $3 million grant: As food insecurity continues to rise and assistance programs decline, the DTE Energy Foundation announced a $3 million grant to United Way for Southeastern Michigan and partner agencies to help feed area Michiganders and bridge the gap for families in need.

o Assisted communities impacted by coal plant closure: As we accelerated retirement of our coal plants, we offered assistance through our “Retire With Pride” initiative to the employees and communities who had supported these legacy assets for decades.

o Ranked as one of the country's top corporate citizens by Points of Light: Marking the sixth consecutive year earning this high distinction, DTE was named to the Civic 50 – the top 50 companies nationwide in corporate citizenship – by Points of Light, the world's largest organization dedicated to volunteer service.

o Helped residents restore their driver’s license: DTE supported license restoration clinics, led by the Michigan Department of State, with volunteers and funding to serve over 7,500 Michiganders at 18 clinics statewide, to help them get back on the road to success.

■Made a difference for our customers:

o Supported customers in need: DTE secured nearly $160 million in energy assistance for our most vulnerable customers.

o Helped customers save money through award winning energy efficiency programs: Named ENERGY STAR Partner of the Year for the second consecutive year by the Environmental Protection Agency (EPA) and the Department of Energy, the highest level of recognition. DTE also was ranked a top five energy company in the nation for energy efficiency savings by the Council for an Energy-Efficient Economy. DTE customers saved $418 million on energy bills by participating in DTE’s energy efficiency programs in 2022.

o Reduced customers' bills by $300 million in fuel and transportation cost savings: Reduced the Power Supply Cost Recovery (PSCR) mechanism, which represents the actual cost of the fuel and other sources the company uses to produce electricity, by approximately $300 million. This adjustment reduced residential customers’ average electric bill by approximately $5 per month starting in December 2023.

■Renewed commitment to a diverse supply chain: In 2023, DTE spent more than $988 million with certified diverse suppliers and earned eight supplier diversity industry awards.

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.

■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.

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:

Items for Shareholder Vote at this Meeting

At the 2024 Annual Meeting shareholders will vote on the following proposals:

Shareholders may vote on any other matter that properly comes before the meeting.