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.

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 2025, the Company held discussions with shareholders who collectively own or exercise voting control over 42% 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 shareholders, 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 is 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.

■Began operations of Michigan’s largest battery energy storage system: DTE began operations of its first utility-scale battery energy storage facility, Slocum Energy Center, in Trenton in February. Slocum is comprised of 95 state-of-the-art lithium-ion battery segments capable of storing and releasing enough energy to power 2,500 homes. Slocum was designed as a pilot project and will provide valuable insights for DTE’s future energy storage initiatives, including the company’s 220-megawatt Trenton Channel Energy Center, which is slated for operations in 2026 and will be 15 times the size of Slocum. As part of its transformational CleanVision Integrated Resource Plan, DTE will have more than 2,900 megawatts of energy storage by 2042, doubling its total energy storage capacity. This plan aligns with Michigan’s statewide energy storage target and its carbon neutrality goal.

■Broke ground on Cold Creek Solar Park: As Michigan’s largest producer of and investor in renewable energy, DTE began construction of Cold Creek Solar Park, a 100-megawatt solar array located near Coldwater, MI, in April. When completed in 2026, the solar park will be the first of several DTE parks to help Ford Motor Company reach its goal of attributing 100 percent carbon-free and renewable energy to its Michigan manufacturing facilities.

■Began operations of Pine River Solar Park: DTE began operations of its 80-megawatt Pine River Solar Park, located in mid-Michigan’s Pine River Township. Pine River Solar has more than 180,000 solar panels and will generate enough clean energy to power nearly 20,000 homes. It is the second of DTE’s three new solar parks to be connected to the electric grid in 2025.

■Published annual Sustainability Report: DTE published its 2024 Sustainability Report, highlighting its progress toward expanding renewable energy, reducing carbon emissions, improving business operations, maintaining affordable energy for its customers and developing a skilled workforce to build a cleaner, more resilient energy future for Michigan.

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 that we utilize, when possible, a local supply chain reflects the communities where we live and serve.

■Safety First: In 2025, we achieved a significant milestone in safety as 0 employees sustained a SIF (serious injury or fatality). This is the first year we have had 0 SIFs in company history.

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

■Edison Electric Institute (EEI) Business Diversity & Development Innovation Award

■Forbes' Best Employers for Engineers

■Gallup Exceptional Workplace Award

■Metro Detroit’s Best and Brightest Companies to Work For

■Newsweek’s America’s Most Trustworthy Companies

■Time Magazine Best Companies for Future Leaders

■Health and Wellbeing

▪Business Group on Health Best Employers

▪C. Everett Koop National Health Awards

▪National Best and Brightest in Wellness Elite Winner

■Employee and Community Based

▪Civic 50 Points of Light – Top 50 Most Community-Minded Companies

▪Disability Equality Index Best Places to Work

▪Energy Star Energy Efficiency Award

▪Michigan Veteran Friendly Gold Employer

▪Recognized as a Best Corporation for Women Entrepreneurs

■Made a difference in our communities:

■Boosted small businesses with energy efficiency upgrade grants: As part of its Energy Efficiency Makeover contest, DTE awarded three small businesses in Michigan with $5,000 for energy efficiency improvements. The winning Michigan small businesses were chosen for demonstrating knowledge, commitment and a need for energy efficiency improvements. In addition to the prize money, winners will receive a walk-through energy assessment with a DTE energy advisor, including business specific energy efficiency recommendations and help in coordinating the installation of upgrades.

■Made a difference for our customers:

■Supported customers in need: DTE connected vulnerable customers to nearly $125 million in energy assistance.

■Supported vulnerable customers during extreme summer heat with $800,000 donation to United Way: DTE Energy donated $800,000 to United Way for Southeastern Michigan to help residents in need across the state stay safe during Michigan’s extreme summer weather. The donation will provide relief to elderly, unemployed, underemployed, and disabled customers across Michigan who are struggling to pay their energy bills and have qualified for energy assistance in the current year.

■Continued commitment to a diverse supply chain: In 2025, DTE spent more than $1 billion with certified diverse suppliers and earned six 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 thirteen director nominees, 85%, are independent; our Executive Chairman and our President and Chief Executive Officer ("CEO") are the only management directors.

■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 2025 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 60.

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 37.

Other highlights from our compensation program include:

■Our CEO received 69% of her 2025 total compensation in variable, at-risk incentives. For our other Named Executive Officers, the average percentage of variable, at-risk compensation was 69%. No at-risk compensation for our CEO or Named Executive Officers is reflected in customer rates. See more details on page 37.

■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 generally 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 2025 performance include:

■Declared a 6.9% increase in our dividend payment.

■Provided our shareholders with a five-year total shareholder return of 147% (with 2020 as the base year = 100%).

■Delivered cash from operations of $3.41 billion in 2025.

■Delivered 2025 operating earnings per share of $7.36 (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 2026 Annual Meeting shareholders will vote on the following proposals:

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