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 participates in engagements with our largest shareholders. Shareholder engagement is a year-round process for us.

In 2024, the Company held discussions with shareholders who collectively own or exercise voting control over 44% 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 potential 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.

■Broke ground on region’s largest battery energy storage facility: DTE was joined by Michigan Gov. Gretchen Whitmer, Congresswoman Debbie Dingell and other officials and community leaders to announce the Trenton Channel Energy Center, a facility that will store 880 megawatt hours of electricity, enough to power nearly 40,000 homes. This project is designed to reduce strain on the grid, decrease the need to start and stop generation as demand fluctuates, and augment DTE’s growing wind and solar resources – all of which benefit customers.

■Helped make NFL Draft a carbon-neutral success: DTE worked with the National Football League (NFL) and local tourism non-profit Visit Detroit to help the 2024 NFL Draft become carbon neutral. The NFL leveraged DTE’s popular voluntary renewable energy programs, MIGreenPower and Natural Gas Balance, to create a more sustainable environment for the hundreds of thousands of visitors who came to Detroit, with a positive impact for the local community.

■Began construction of three new solar parks, all funded by the Company’s voluntary MIGreenPower program: As Michigan’s largest producer of and investor in renewable energy, DTE broke ground on three new solar parks in response to growing customer support for clean, renewable energy. The Fish Creek and Mission Road solar parks in mid-Michigan, and the Little Trout solar park in northern Michigan, are all funded by customers who voluntarily enrolled in DTE’s industry leading CleanVision MIGreenPower program. These solar developments are another step toward the company’s goal of achieving net zero carbon emissions by 2050 and bringing the State of Michigan closer to its clean energy goal of 60% by 2035.

■Earned the ENERGY STAR Partner of the Year award for sustained excellence in energy efficiency: DTE was the ENERGY STAR partner of the year again in 2024 for expanding energy efficiency programs to save customers more than 200,000 MWh of electricity and nearly 100,000 Mcf of natural gas in 2023, the equivalent of over 110,000 homes’ annual energy use.

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’s focus on keeping employees safe from high-energy hazards in 2024 resulted in reducing potential serious injuries by 45 percent compared to 2023.

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

o Recognized as a Gallup Exceptional Workplace for 12th consecutive year, placing DTE in the top 6% of companies globally

o Named Metro Detroit’s Best and Brightest Companies to Work for 20 years in 2024

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

o Listed as Newsweek’s Best Employers for Engineers in 2025

o Included as Time’s Best Companies for Future Leaders in 2024

o Recognized in the top 100 of Forbes’ America’s Best Large Employers in 2024 (ranked 80 out of 200), up from our 2023 listing (ranked 107 out of 200) and again as one of America’s Best Employers for Diversity. Additionally recognized as one of America’s Best Employers by State (now ranked 6 out of 72 in Michigan, up from 11 in 2023).

■Made a difference in our communities:

o Contributed millions in grants from the DTE Energy Foundation: The DTE Foundation contributed $14.5 million in 2024 to support 375 unique organizations across the state focused on arts and culture, community transformation, economic progress, education and employment, environment and human needs.

o Grew Energy Efficiency Academy in Detroit and expanded to Grand Rapids: Building on the success of the Academy’s first year, DTE expanded its Energy Efficiency Academy with larger cohorts in Detroit and new, advanced training in Grand Rapids for participants interested in working in the clean energy industry. DTE originally designed the program to respond to the growing demand for energy efficient home repairs in Detroit, while also equipping area residents with skills and opportunities for higher-paying jobs.

o Honored with Civic 50 award: For the seventh consecutive year, Points of Light recognized DTE as one of the Top 50 Most Community-Minded Companies in the United States through the organization’s Civic 50 Award. This award is only made possible through DTE team members’ dedication, the company’s longstanding partnerships and support from the communities DTE serves.

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 almost 10,000 Michiganders at 49 clinics statewide, to help them get back on the road to success.

o Committed to improving electric reliability for customers: DTE continues to invest in building the electric grid of the future that will reduce power outages by 30% and cut outage duration in half over the next 5 years by transitioning to a smarter grid, updating existing infrastructure, rebuilding significant portions of the grid and trimming trees.

o Celebrated 175 years of service at DTE Gas: In March 2024, DTE Gas celebrated 175 years of providing safe, reliable and affordable service to natural gas customers across Michigan – everyone from families to corner stores to automotive factories. The company has consistently adapted to meet Michigan’s evolving energy needs for nearly two centuries and is committed to continuing to do so.

■Made a difference for our customers:

o Supported customers in need: DTE connected vulnerable customers to nearly $144 million in energy assistance.

o Installed nearly 1,000 free air conditioners for people in need in metro Detroit: As summer temperatures rose, DTE’s Energy Efficiency Assistance (EEA) team delivered free AC units and made home repairs for local income-qualified customers as part of an ongoing effort to support vulnerable populations. As a part of the initiative, customers may also receive additional assistance including weatherization, new appliances and insulation to ensure their homes meet health and safety standards.

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 November 2024.

■Renewed commitment to a diverse supply chain: In 2024, DTE spent nearly $1 billion 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 six of the seven 2024 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 62.

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 39.

Other highlights from our compensation program include:

■Our CEO received 81% of his 2024 total compensation in variable, at-risk incentives. For our other Named Executive Officers, the average percentage of variable, at-risk compensation was 67%. No at-risk compensation for our CEO or Named Executive Officers is reflected in customer rates. See more details on page 39.

■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 do not provide for 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 2024 performance include:

■Declared a 6.9% increase in our dividend payment.

■Provided our shareholders with a five-year total shareholder return of 129% (with 2019 as the base year = 100%).

■Delivered cash from operations of $3.64 billion in 2024.

■Delivered 2024 operating earnings per share of $6.83 (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 2025 Annual Meeting shareholders will vote on the following proposals:

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