8-KLeadership Changes

DTE ENERGY CO 8-K Report, Executive Changes (Feb 9, 2026)

Filed February 9, 2026For Securities:DTEDTKDTBDTGDTW

Summary

DTE Energy Co. (DTE) filed an 8-K on February 9, 2026, detailing the approved performance measures for its 2026 Annual Incentive Plan (AIP) and the 2028 performance measures for its Long-Term Incentive Plan (LTIP). The AIP sets the criteria for executive bonuses based on a mix of financial, operational, and customer-focused metrics for the upcoming year. The LTIP, on the other hand, establishes performance targets for long-term stock-based compensation, with a performance period ending in 2028 and payouts occurring in 2029. These plans are designed to align executive compensation with the company's overall performance and shareholder value creation.

Key Highlights

  • 12026 Annual Incentive Plan (AIP) approved with performance measures including Operating Earnings Per Share, Cash From Operations, Customer Satisfaction, Employee Engagement, Safety Performance, and Utility Operating Excellence.
  • 2Different weightings for performance measures exist across DTE Energy, DTE Electric, and DTE Vantage executive officers within the AIP.
  • 3Target annual incentive awards for named executive officers range from 75% to 125% of base salary.
  • 4Annual incentive payouts can range from 0% to 200% of the target award based on final performance results.
  • 52028 Long-Term Incentive Plan (LTIP) performance measures approved for executive officers, with a performance period from January 1, 2026, to December 31, 2028.
  • 6LTIP targets for named executive officers range from 190% to 525% of base salary for awards granted in 2026.
  • 7LTIP performance is primarily driven by Total Shareholder Return (TSR) relative to peers and cumulative Operating EPS, with specific metrics for DTE Vantage also including long-range earnings growth and business optimization.
  • 8LTIP payouts can range from 0% to 200% of target based on performance achievement.

Frequently Asked Questions

For 2026, executive bonuses under the Annual Incentive Plan (AIP) will be determined by a combination of DTE Energy Operating Earnings Per Share (20%), Cash From Operations (20%), Customer Satisfaction Score (15%), DTE Energy Employee Engagement-Gallup (5%), DTE Energy Safety Performance (10%), and Utility Operating Excellence Index (30%). Specific weightings may vary slightly for DTE Electric and DTE Vantage executive officers.

The final bonus amount is calculated by taking the executive's target award (a percentage of base salary, ranging from 75% to 125% for named executive officers) and multiplying it by an overall performance payout percentage. This performance percentage can range from 0% to 200%, based on how actual company performance compares to pre-set threshold, target, and maximum levels for each performance measure.

The LTIP is designed to reward long-term growth and profitability by providing executives with stock-based compensation. This directly links individual performance with shareholder interests. The LTIP awards granted in 2026, with performance measured over three years (2026-2028), aim to incentivize sustained company success and value creation for shareholders.

For DTE Energy and DTE Electric executive officers, the LTIP performance is heavily weighted towards Total Shareholder Return (TSR) compared to peer companies (80%) and DTE Energy's 3-year cumulative operating EPS (20%). DTE Vantage executive officers have a slightly different weighting, including measures related to their specific business unit's long-range earnings growth and business optimization.