DTE DEF 14A Report ended March 12, 2020

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•	Ten of twelve director nominees, 83%, are independent; our Executive Chairman and our President & 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.

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•	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 eight 2019 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. In addition, 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.

•	Our Board’s Mission and Governance Guidelines recommend that the Board consider diversity of characteristics including experience, gender, race, ethnicity and age when evaluating nominees for the Board.

•	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.

•	Increased our dividend payment to $3.85 per share in 2019, representing a 7% increase over the dividend in 2018.

•	Provided our shareholders with a five-year total shareholder return of 177% (indexed with 2014 as the base year = 100%).

•	Delivered cash from operations of $2.6 billion in 2019.

•	Achieved 6.5% compound operating earnings per share growth during the five years ending in 2019 (see discussion below ).

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•	Our CEO received 59% of his 2019 total compensation in contingent, performance-based incentives. For our other Named Executive Officers, the average percentage of contingent, performance-based compensation was 48%. See more details on page 34.

•	Our short-term and long-term performance metrics all tie directly to our system of priorities (see above). These are the same metrics that management uses to assess the Company’s progress toward our aspiration of becoming the best-operated energy company in North America and a force for growth and prosperity in the communities where we live and serve.

•	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 may recover excess performance-based compensation awarded to current or former 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.

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•	A director who is currently, or has been at any time in the past, an employee of the Company or a subsidiary.

•	A director whose immediate family member is, or has been within the last three years, an executive officer of the Company.

•	A director who has received, or whose immediate family member has received, more than $120,000 in direct compensation from the Company during any twelve-month period within the last three years, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

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A director who is, or whose immediate family member is, a current partner of a firm that is the Company’s internal or external auditor; the director is a current employee of such a firm; the immediate family member is a current employee of such a firm and personally works on the Company’s audit; or the director or immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on the Company’s audit within that time.

•	A director who is employed, or whose immediate family member is employed, or has been employed within the last three years, as an executive officer of another company where any of the Company’s present executives at the same time serves or served on that company’s compensation committee.

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A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues is not independent until three years after the company falls below such threshold.

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•	Calling regularly scheduled executive sessions; presiding at Board executive sessions of non-management directors or independent directors; and providing feedback regarding such sessions, as appropriate, to the Executive Chairman and to the CEO;

•	Serving as the liaison between the Executive Chairman and the CEO and the independent directors;

•	Approving the general scope and type of information to be presented at Board meetings;

•	Reviewing shareholder communications addressed to the Board or to the Lead Independent Director;

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•	Making himself or herself available if requested by major shareholders, for direct consultation and communication with shareholders;

•	Organizing Board meetings in the absence of the Executive Chairman and presiding at any session of the Board where the Executive Chairman is not present;

•	Designating one or more directors as alternate members of any committee to replace an absent or disqualified member at any committee meeting, provided that, in the event an alternate member is designated for the Audit, Corporate Governance or Organization and Compensation Committee, the designate meets the Company’s categorical standards for director independence and SEC and NYSE requirements;

•	Consulting with the Executive Chairman in the selection of topics to be discussed when developing the annual Board calendar;

•	Retaining independent advisors in consultation with the Board, on behalf of the Board as the Board determines to be necessary or appropriate;

•	Participating in the Organization and Compensation Committee’s annual review and approval of the CEO’s corporate goals and objectives and evaluation of the CEO’s performance;

•	Approving Board meeting agendas after consulting with the Executive Chairman and the Corporate Secretary; and

•	Collaborating with the Executive Chairman and the Corporate Secretary on scheduling Board and committee meetings and approving the schedule of Board and Committee meetings.

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•	Assists the Board in its oversight of the quality and integrity of our accounting, auditing and financial reporting practices and the independence of the independent registered public accounting firm.

•	Reviews scope of the annual audit and the annual audit report of the independent registered public accounting firm.

•	Reviews financial reports, internal controls and financial and accounting risk exposures.

•	Discusses with management (a) earnings press releases and (b) material financial information and earnings guidance.

•	Reviews the policies, programs, performance and activities relating to the Company’s compliance and ethics programs.

•	Reviews accounting policies and system of internal controls.

•	Assumes responsibility for the appointment, replacement, compensation and oversight of the independent registered public accounting firm.

•	Reviews and pre-approves permitted non-audit functions performed by the independent registered public accounting firm.

•	Reviews the scope of work performed by the internal audit staff.

•	Reviews legal or regulatory requirements or proposals that may affect the committee’s duties or obligations.

•	Retains independent outside professional advisors, as needed.

•	Considers the organizational structure of the Board.

•	Identifies and reports to the Board risks associated with the Company’s governance practices and the interaction of the Company’s governance with enterprise risk management.

•	Recommends the nominees for directors to the Board.

•	Reviews recommended compensation arrangements for the Board, director and officer indemnification and insurance for the Board.

•	Reviews recommendations for director nominations received from shareholders.

•	Reviews shareholder proposals and makes recommendations to the Board regarding the Company’s response.

•	Reviews best practices in corporate governance and recommends corporate and Board policies/practices, as appropriate.

•	Retains independent outside professional advisors, as needed.

•	Reviews matters related to capital structure.

•	Reviews major financing plans.

•	Recommends dividend policy to the Board.

•	Reviews financial planning policies and investment strategy.

•	Reviews certain capital expenditures.

•	Reviews insurance and business risk management.

•	Receives reports on the strategy, investment policies, adequacy of funding and performance of post-retirement obligations.

•	Reviews certain potential mergers, acquisitions and divestitures.

•	Reviews investor relations activities.

•	Retains independent outside professional advisors, as needed.

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•	Provides non-management oversight and review of the Company’s nuclear power program.

•	Reviews the financial, operational, business and safety plans and performance at the Company’s nuclear facilities.

•	Reviews the policies, procedures and practices related to health and safety, potential risks, resources and compliance at the Company’s nuclear facilities.

•	Reviews the operating performance and key performance indicators and trends for the Company’s nuclear facilities.

•	Reviews non-financial audit findings related to the Company’s nuclear facilities or personnel.

•	Reviews the impact of changes in regulation on the Company’s nuclear facilities.

•	Retains independent outside professional advisors, as needed.

•	Reviews the CEO’s performance and approves the CEO’s compensation.

•	Approves the compensation of certain other executives.

•	Administers the executive incentive plans and oversees the Company’s overall executive compensation and benefit plan philosophy, structure and practices, and the risks involved in executive compensation plans.

•	Reviews and approves executive employment agreements, severance agreements and change-in-control agreements, along with any amendments to those agreements.

•	Assesses and discusses with the Board the relationship between the inherent risk in executive compensation plans, executive compensation arrangements and executive performance goals and payouts, and how the level of risk corresponds to the Company’s business strategies.

•	Reviews the Compensation Discussion and Analysis disclosure and recommends inclusion in the Company’s annual report or proxy statement.

•	Reviews the Company’s policies and programs promoting diversity and inclusion among the Company’s employees and officers.

•	Recommends to the full Board the officers to be elected by the Board.

•	Reviews succession and talent planning.

•	Evaluates the independence of the independent compensation consultant at least annually.

•	Reviews and discusses with management any transactions with the independent compensation consultant or its affiliates.

•	Retains independent outside professional advisors, as needed.

•	Reviews and advises the Board on current and emerging social, economic, political and environmental issues.

•	Reviews management’s response to risk exposures related to regulatory, social, economic, political, reputational and environmental issues and advises the Board on management’s procedures for assessing, monitoring, controlling and reporting on such exposures.

•	Reviews the Company's programs and strategies related to environmental sustainability.

•	Reviews the Company’s policies on social responsibilities.

•	Reviews the Company’s policies and programs promoting diversity and inclusion among the Company’s suppliers.

•	Reviews the Company’s regulatory strategies and activities (including rate case strategies, rate competitiveness and environmental regulations) as well as its state and federal legislative and political activities and strategies.

•	Reviews reports from management regarding policies and safety issues related to customers and the general public.

•	Retains independent outside professional advisors, as needed.

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(1)

Phantom shares of DTE Energy common stock are credited to each non-employee director’s account in January of each year. Phantom share accounts are also credited with dividend equivalents which are reinvested into additional phantom shares. For phantom shares granted after 2004, payment of the cash value is made three years after the date of grant unless otherwise deferred by voluntary election of the director. For phantom shares granted before 2005, payment of the cash value occurs only after the date a director terminates his or her service on the Board.

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(2)

These amounts represent the dollar amounts of compensation cost for 2019 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 (with a mandatory three-year deferral) on the grant date, the ASC Topic 718 expense equals the grant date fair value as of January 2, 2019. The grant date fair value of $107.89 was the closing price of the Company stock on January 2, 2019. For all of the non-employee directors except Mr. Torgow, this amount is $130,000 in phantom shares of DTE Energy stock granted on January 2, 2019, subject to a three-year payment deferral. Based on the grant date fair value of $107.89, this equated to a grant of 1,205 phantom shares. For Mr. Torgow, this amount is the value of 1,000 shares of restricted stock granted on June 20, 2019. For this award, the grant date fair value of $131.18 was the closing price on June 20, 2019.

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(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.

(1)	As of March 12, 2020.

(2)	These executive officers have held various other positions at DTE Energy for five or more years.

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(1)	Includes directly held common stock, restricted stock and shares held pursuant to the DTE Energy Company Savings and Stock Ownership Plan (tax-qualified 401(k) plan).

(2)

Shares of phantom stock are acquired as follows: (a) by non-employee directors (i) as compensation under the DTE Energy Company Deferred Stock Compensation Plan for Non-Employee Directors and (ii) through participation in the DTE Energy Company Plan for Deferring the Payment of Directors’ Fees and (b) by executive officers pursuant to the (i) DTE Energy Company Supplemental Savings Plan and (ii) DTE Energy Company Executive Supplemental Retirement Plan. Shares of phantom stock may be paid out in either cash or stock.

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(3)

Represents performance shares under the Long-Term Incentive Plan (as described beginning on page 43) that entitle the executive officers to receive shares or cash equivalents (or a combination thereof) in the future if certain performance measures are met. The number of performance shares reflected in the table assumes that target levels of performance are achieved and includes an increase from the original grant amount, assuming full dividend reinvestment at the fair market value on each dividend payment date. Performance shares are not currently outstanding shares of our common stock and are subject to forfeiture if the performance measures are not achieved over a designated period of time. Executive officers do not have voting or investment power over the performance shares until performance measures are achieved. See the discussion in “Long-Term Incentives - Performance Shares Granted in 2019” beginning on page 43.

(1)	Based on information contained in Schedule 13G/A filed on February 12, 2020. The Vanguard Group, Inc. has sole voting power with respect to 278,503 shares, sole dispositive power with respect to 22,316,358 shares, shared dispositive power with respect to 337,385 shares and is deemed to beneficially own 22,653,743 shares.

(2)	Based on information contained in Schedule 13G filed on February 14, 2020. Capital World Investors has sole dispositive power with respect to 20,745,058 shares, sole voting power with respect to 20,745,058 shares, and is deemed to beneficially own 20,745,058 shares.

(3)	Based on information contained in Schedule 13G/A filed on February 10, 2020. BlackRock Inc. has sole dispositive power with respect to 16,845,703 shares, sole voting power with respect to 14,727,798 shares, and is deemed to beneficially own 16,845,703 shares.

(4)	Based on information contained in Schedule 13G filed on February 14, 2020. State Street Corporation has shared voting power with respect to 9,285,389 shares, shared dispositive power with respect to 10,160,610 shares, and is deemed to beneficially own 10,193,303 shares.

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(1)

Represents fees for professional services performed by PwC for the audits of the Company’s consolidated annual financial statements included in the Company’s Form 10-K, review and audit of the Company’s internal control over financial reporting, the review of consolidated financial statements included in the Company’s Form 10-Q filings, and services that are normally provided in connection with regulatory filings or engagements. Audit fees are presented on an Audit Year basis in accordance with SEC guidelines and include an estimate of fees incurred for the most recent Audit Year.

(2)	Represents the aggregate fees billed for audit-related services and various attest services.

(3)	Represents fees billed for tax services, including tax reviews and planning.

(4)	Represents consulting services for the purpose of providing advice and recommendations.

•	A report summarizing the services, or groupings of related services, including fees, provided by the independent registered public accounting firm.

•	A listing of new services requiring pre-approval, if any.

•	As appropriate, an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the independent registered public accounting firm.

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•	Achieved 6.5% compound operating earnings per share growth during the five years ending 2019 (see discussion of operating earnings on page 2).

•	Increased our dividend payment to $3.85 per share in 2019, representing a 7% increase over the dividend in 2018.

•	Provided our shareholders with a five-year total shareholder return of 177% (indexed with 2014 as the base year = 100%).

•	Delivered cash from operations of $2.6 billion in 2019.

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•	We use multiple performance measures in our short-term and long-term plans that link compensation to our corporate objectives to be the best operated energy company in North America and to maximize shareholder value

•	We make the majority of compensation for Named Executive Officers “at risk” to further tie compensation to performance and shareholder interests

•	Our O&C Committee is comprised of all independent directors and our compensation consultant is independent

•	We adopted a clawback mechanism to allow the Company to recover incentive compensation in the event of a material financial restatement

•	We require executives and directors to meet robust stock ownership requirements

•	We review and update our peer groups and benchmarking on a regular basis to make sure our compensation remains competitive and near the median of the peer group

•	We engage with shareholders to seek input about our compensation practices and policies

•	No single-trigger change-in-control payments

•	No excessive perquisites

•	No tax gross-ups on change-in-control agreements

•	No guaranteed bonuses

•	No pledging, hedging or short sales of Company securities for officers or directors

•	No stock option grants since 2010

•	No repricing of existing stock options

•	No “excessive” golden parachute payments in any of our change-in-control arrangements

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•	Our compensation philosophy and objectives for executives of the Company, including our Named Executive Officers;

•	The roles of our O&C Committee and management in the executive compensation process;

•	The key components of the executive compensation program; and

•	The decisions we make in the compensation process that align with our philosophy and objectives.

•	Compensation must be competitive in order to attract and retain talented executives — data from peer group companies are taken into consideration when analyzing our compensation practices and levels;

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•	Compensation should have a meaningful performance component — a portion of an executive’s total compensation opportunity is linked to predefined short-term and long-term corporate and financial objectives along with an executive’s individual performance; and

•	Compensation must include equity-based elements to encourage executives to have an ownership interest in the Company.

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•	Recommending performance measures and metrics that are formulated based on our corporate strategy and priorities;

•	Reporting executive performance evaluations;

•	Recommending base salary levels and other compensation, including equity awards; and

•	Recommending appointment of executives.

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•	Base Salary

•	Annual and Long-Term Incentives

•	Retirement and Other Benefits

•	Post-Termination Agreements (Severance and Change-In-Control)

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•	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 175%, 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 pre-adjusted calculated award.

•	The pre-adjusted calculated award is then adjusted by an individual performance modifier (assessment of an individual executive’s achievements for the year), which can range from 0% to 150%, to arrive at the final award.

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a.	Nuclear Power Plant Performance Improvement Matrix: Summation of points assigned to each of five improvement indicators based on performance.

b.	Nuclear Plant Performance: An evaluation of plant performance by an external agency.

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c.	Nuclear On-Line Unit Capability Factor: The ratio of available energy generation over a given time period to the reference energy generation over the same time period.

d.	Nuclear Power Plant Reliability Matrix: Summation of points assigned to each of five reliability indicators based on performance.

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Performance Shares Granted in 2019: In 2019, 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 2019 grants is January 1, 2019 through December 31, 2021. Payments earned under the 2019 grants and the related performance measures are described in footnote 2 to the “Grants of Plan-Based Awards” table on page 51. 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

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Performance Shares Paid in 2019 :     The performance shares granted in 2016 were paid in early 2019. 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 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):

•	FFO is defined as the sum of: (1) operating net income, (2) deferred taxes, (3) depreciation and amortization, (4) income statement impact of capitalizing operating leases, and (5) 50% of the interest (after-tax) on DTE Energy's Junior Subordinated Debt; and

•	Debt is defined as all long-term and short-term debt of DTE Energy Company, adjusted as follows: (1) exclude portion of DTE Gas’s short-term debt attributable to seasonal working capital needs; (2) exclude 50% of DTE Energy’s Junior Subordinated Debt; and (3) include balance sheet impact of capitalizing operating leases.

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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 2019, restricted stock was granted, representing approximately 30% of the overall Long-Term Incentive Plan grant value, with the restriction period ending on January 30, 2022. The three-year vesting period focuses on long-term value creation and executive retention. The three-year vesting period 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.

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Stock Options: The O&C Committee has not granted stock options under the Long-Term Incentive Plan since 2010. In 2010, nonqualified stock options represented approximately 20% of the overall Long-Term Incentive Plan grant value. The granting of stock options allowed us to grant executives long-term equity incentives that align long-term performance with creating shareholder value. These stock options have a ten-year exercise period and vest one-third on each anniversary of the grant date over a three-year period. The stock option exercise price is based on the closing price on the date the options are granted. In the event a participant retires (age 65 or age 55 or older with at least 10 years of service) or becomes disabled, the participant retains the rights to all outstanding vested and unvested stock options in accordance with the original terms of the grant. In the event a participant dies, the beneficiary has three years from the date of death to exercise the stock options. In the event employment terminates for any other reason, the participant forfeits all rights to any unvested stock options and has 90 days to exercise any vested stock options. In February 2014, the Board adopted an amendment to the Long-Term Incentive Plan that prohibits the cash buyout of underwater stock options. This policy applied to all previously issued stock options and to options issued in the future, if any.

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•	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. The Company has also provided Mr. Anderson with a Company car and security driver to use 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 2019 there was limited personal use of the aircraft by one Named Executive Officer, when his spouse accompanied him while he traveled on Company business. The value of his spouse's travel was included in the Named Executive Officer's 2019 taxable income in accordance with Internal Revenue Code requirements and the value of the benefit is reflected in the Named Executive Officer's compensation in the Summary Compensation Table on page 49.

•	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 53.

•	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.

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(1)	Mr. Anderson served as Chairman and Chief Executive Officer until June 30, 2019.

(2)	Mr. Norcia served as President and Chief Operating Officer until June 30, 2019.

(3)	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:

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*

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 ($18,000 plus $6,000 per year catch-up contributions for 2017, $18,500 plus $6,000 per year catch-up contributions for 2018, and $19,000 plus $6,000 per year catch-up contributions for 2019) and the compensation limit ($270,000 for 2017, $275,000 for 2018 and $280,000 for 2019). 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. Beginning in 2007, the executives receive an annual cash executive benefit allowance in lieu of certain non-cash executive benefits. The cash executive benefit allowance paid to each Named Executive Officer during 2019 was $35,000; however, the cash executive benefit allowance for Messrs. Norcia and Anderson was eliminated effective August 1, 2019 resulting in payments totaling $20,417 for 2019. Other executive benefits made available to certain of the Named Executive Officers during 2019 included such things as security services and limited personal use of corporate event tickets, the corporate condominium, and the corporate leased jet. See “Executive Benefits” on page 46 for a full discussion of executive benefits.

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(1)	For Gerard Anderson, restricted and performance shares awarded in 2019 will not be subject to proration upon retirement. The outstanding shares will continue to vest in accordance with the original vesting schedules and performance shares will be subject to the approved performance factor for the applicable performance period.

(2)	These dollar amounts represent the threshold, target and maximum calculated awards for the 2019 plan year under the Annual Incentive Plan. The various measures and details relating to the 2019 final awards are presented beginning on page 39.

(3)

The target column represents the number of performance shares granted to the Named Executive Officers under the Long-Term Incentive Plan on January 30, 2019. The performance measurement period for the 2019 grants is January 1, 2019 through December 31, 2021. Payments earned from the 2019 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) balance sheet health - FFO to debt (20%) for Messrs. Anderson, Norcia, Oleksiak, Meador and Peterson. For Mr. Lauer, payments earned from the 2019 grants will be based on three performance measures weighted as follows: (i) total shareholder return vs. shareholder return of a custom peer group (60%), (ii) balance sheet health - FFO to debt (20%), and (iii) DTE Electric average return on equity (20%). The final payouts, if any, will occur after the O&C Committee certifies the final results in early 2022. Beginning with 2010 performance share grants, dividends or dividend equivalents are not paid on unvested performance shares.

(4)

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 January 30, 2019. These shares of restricted stock will vest on January 30, 2022, 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.

(5)	This column reports the grant date fair value of each equity award granted in 2019 computed in accordance with FASB ASC Topic 718.

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(1)	This row is the number and related fair market value of the time-based restricted stock that was originally granted on February 3, 2016 and vested on February 3, 2019.

(2)	This row is the number of the performance shares that were originally granted on February 3, 2016, 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 January 30, 2019, based upon performance measures described beginning on page 43 in “Long-Term Incentives.”

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•	“Cash Balance Plan” means the New Horizon Cash Balance component of the Retirement Plan (tax-qualified plan).

•	“DC ESRP” means the Defined Contribution component of the ESRP (nonqualified plan for tax purposes).

•	“ESRP” means the DTE Energy Company Executive Supplemental Retirement Plan (nonqualified plan for tax purposes).

•	“MSBP” means the Management Supplemental Benefit Plan (nonqualified plan for tax purposes), a component of the ESRP.

•	“Retirement Plan” means the DTE Energy Company Retirement Plan (tax-qualified plan).

•	“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).

(1)	As described below, Messrs. Anderson, Oleksiak and Meador each have a choice between the MSBP and DC ESRP benefits. The ESRP number that is reported is the higher of the MSBP or DC ESRP.

(2)

For purposes of calculating the benefit under the MSBP only, Mr. Meador has 10 years of additional awarded service. Mr. Meador’s eligibility for the additional awarded service, granted at the time of hire, is subject to his meeting the eligibility requirements of the MSBP, which he has met. This additional time was granted to Mr. Meador as compensation for his unearned pension benefits from his previous employer. If additional service is awarded, the MSBP benefit is reduced by any benefit from the noncontributory portion of a prior employer’s retirement plan.

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Traditional Retirement Plan: The benefits provided under the Traditional Retirement Plan are based on an employee’s years of benefit service, average final compensation and age at termination of employment. Compensation used to calculate the benefits under the Traditional Retirement Plan consists of (i) base salary and (ii) lump sums in lieu of base salary increases for the highest five consecutive calendar years within the last 10 years prior to termination of employment. The monthly benefit at age 65 equals 1.5% for each year of credited service times the average final compensation. Early pension benefits are immediately available to any employee who is 100% vested. The benefit can be paid in one of various annuity options or in an immediate 100% lump sum payment. Messrs. Anderson and Meador are currently eligible for immediate pension benefits.

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Cash Balance Plan: The benefits provided under the Cash Balance Plan are expressed as a lump sum. The cash balance benefit increases each year with contribution credits and interest credits. Contribution credits equal 7% of eligible earnings (base salary and annual corporate incentive payments under the Annual Incentive Plan) for an employee with 30 years or less of credited service and 7.5% of eligible earnings for an employee with more than 30 years of credited service. Interest credits are based on the average 30-year Treasury rates for the month of September prior to the plan year. Interest on each year’s January 1 benefit is added the following December 31. The interest credit does not apply to the contribution for the current year. Upon termination of employment, a vested employee may, at any time, elect to receive the value of his benefit. If an employee elects to defer the benefit, interest credits will continue to accrue on the deferred benefit until the distribution of the benefit begins. An employee may elect to receive the benefit as a lump sum payout or as a monthly annuity, but not both. If an employee elects the lump-sum option, the entire lump sum is eligible to be rolled over to another qualified plan or IRA. Messrs. Lauer, Oleksiak, Norcia and Peterson are currently eligible for the full value of their plan benefit.

•	SRP :     The benefits provided under the SRP are those benefits that would otherwise have been paid under the Retirement Plan but for the limitations imposed on qualified plans by the Internal Revenue Code. The benefits under the SRP are payable in a lump sum, in equal monthly installments for life or in annual installments from two to fifteen years.

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ESRP :     The ESRP includes two components, the MSBP and the DC ESRP. Under the current terms of the ESRP, certain participants, including Messrs. Anderson, Oleksiak and Meador, will receive a choice at termination of employment of either the MSBP or DC ESRP benefit, but not both. Messrs. Lauer, Norcia and Peterson are only eligible to participate in the DC ESRP component of the ESRP and not the MSBP component.

▪	MSBP: Prior to January 1, 2001, many Company executives, including Messrs. Anderson, Oleksiak and Meador, participated in the MSBP. The MSBP was incorporated into the ESRP as of January 1, 2001. The MSBP requires an executive to be at least age 55 with 10 years of service to receive benefits. Messrs. Anderson and Meador are currently eligible for MSBP benefits.

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DC ESRP: Effective January 1, 2001, we implemented the DC ESRP, a defined-contribution approach to nonqualified supplemental pension benefits. The DC ESRP approach was effective for most of the executives newly hired or promoted after that date. The DC ESRP provides for a benefit equal to a stated percentage of base salary and annual corporate incentive payments under the Annual Incentive Plan that is credited to a bookkeeping account on behalf of eligible executives. For the Named Executive Officers, the contribution percentage is 10%. The account value will increase or decrease based on the performance of the investment elections under the plan, as directed by the participants. Vesting of the benefit under the DC ESRP occurs at a rate of 20% per anniversary year. All of the Named Executive Officers are 100% vested in their DC ESRP accounts. The benefits under the DC ESRP are payable in a lump sum or annual installments from two to fifteen years. In the event of a change in control of the Company, executives who have entered into Change-In-Control Severance Agreements with the Company would receive an additional two years of compensation credits for purposes of the DC ESRP or any successor plan. See “Potential Payments Upon Termination of Employment” beginning on page 57 for further explanation of the change-in-control provision of the DC ESRP.

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"Savings Plan" means the DTE Energy Company Savings and Stock Ownership Plan (tax-qualified 401(k) plan). The Savings Plan is made up of three distinct subdivisions, which originate from the merger of former plans. These subdivisions are generally referred to as the DTE Electric Savings Plan, the MCN Savings Plan and the Citizens Savings Plan. None of the Named Executive Officers participate in the MCN Savings Plan or the Citizens Savings Plan.

•	"Supplemental Savings Plan" means the DTE Energy Company Supplemental Savings Plan (nonqualified 401(k) plan).

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(1)	During 2019, 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 2019 and are included in the “Summary Compensation Table” on page 49 as “All Other Compensation.”

(3)	These earnings represent the total investment income earned in 2019 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.

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(1)	The severance amount equals two times each Named Executive Officer’s base salary and target bonus as of December 31, 2019.

(2)	The bonus is equal to the Named Executive Officer’s base salary as of December 31, 2019 multiplied by the 2019 plan year AIP target.

(3)	The pension enhancement represents the present value of the additional two years of age and service awarded under the MSBP formula or two additional years of compensation credits awarded under the ESRP formula per the Change-In-Control Severance Agreements.

(4)	This column reflects the full value of stock options, performance shares and restricted stock granted under the Company’s Long-Term Incentive Plan, as of December 31, 2019, that would become payable in the event of a qualifying change in control.

(5)	Outplacement benefits are capped at 15% of each Named Executive Officer’s base salary.

(6)	This column includes family coverage costs for medical, dental and vision benefits for a 24-month period. Also included are life insurance, long-term disability insurance and accidental death and disability insurance for a 24-month period.

(7)	The consideration for the non-competition prohibition in the Change-In-Control Severance Agreement is 100% of each Named Executive Officer’s base salary and target bonus as of December 31, 2019.

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•	The resulting median employee is a senior professional within our electric generation organization;

•	The median employee had a salary of $119,157;

•	The annual total compensation of the median employee of the Company (other than Mr. Norcia, the Company's President and CEO) was $153,976; and

•	The annual total compensation of Mr. Norcia, our President and CEO, when annualized for a full year of service as CEO, was $8,776,433.

•	Non-equity incentive compensation of $12,063

•	Change in pension value of $14,212

•	Section 401(k) Employer matching contributions of $6,974

•	Other taxable benefits of $1,570

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1.	Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

2.	Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

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1.	Elect twelve directors. The nominees are Gerard M. Anderson, David A. Brandon, Charles G. McClure, Jr., Gail J. McGovern, Mark A. Murray, Gerardo Norcia, Ruth G. Shaw, Robert C. Skaggs, Jr., David A. Thomas, Gary Torgow, James H. Vandenberghe and Valerie M. Williams for terms expiring in 2021. (See “Proposal No. 1 - Election of Directors” on page 5);

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2.	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2020. (See “Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm” on page 28);

3.	Provide an advisory vote to approve the Company’s executive compensation. (See “Proposal No. 3 - Advisory Proposal - Nonbinding Vote to Approve Executive Compensation” on page 30);

4.	Vote on a shareholder proposal to make additional disclosure of political contributions. (See "Proposal No. 4 - Disclosure of Political Contributions" on page 60);

5.	Consider any other business that may properly come before the meeting or any adjournments or postponements of the meeting. (See “Consideration of Any Other Business That May Come Before the Meeting” on page 62).

•	To vote through the Internet or by telephone, follow the instructions attached to your proxy card or meeting notice.

•	To vote by mail, sign and date each proxy card (if you receive a paper copy) and return it in the enclosed prepaid envelope.

•	To vote in person at the annual meeting, please see the instructions under “How do I attend the annual meeting?” on page 68 below. You may use your own proxy card to vote or use a blank one provided at the meeting.

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•	the name and address, as they appear on our books, of the shareholder making the proposal or nomination and of the beneficial owner, if any, on whose behalf the proposal or nomination is made;

•	the class and number of shares that are owned beneficially and of record by the shareholder making the proposal or nomination and by the beneficial owner, if any, on whose behalf the proposal or nomination is made; and

•	a representation that the person giving the notice is a shareholder of record entitled to vote at the annual meeting and intends to appear at the meeting in person or by proxy to make the nomination or propose the business specified in the notice.

•	the information that would be required to be disclosed in a proxy statement to comply with all applicable requirements of the Act and the rules and regulations thereunder as if each Shareholder Nominee had been nominated by the Board;

•	any additional information as necessary to permit the Board of Directors to determine if the Shareholder Nominee is independent under applicable listing standards, any applicable rules of the SEC and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Company’s directors;

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a written representation and agreement of the Shareholder Nominee, in the form provided by the Secretary upon written request, relating to the Shareholder Nominee’s compliance, in his or her individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, if elected as a director, with the Company’s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, any other Company code of conduct, policies and guidelines or any rules, regulations and listing standards, in each case as applicable to Company directors; and

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a written representation and agreement of the Shareholder Nominee, that such person (i) is not and will not become a party to any agreement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question, and (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as director unless the terms of such agreement, arrangement or understanding have been provided to the Company.

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•	a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; and

•	any material interest the shareholder or the beneficial owner, if any, on whose behalf the proposal is made, has in the matter.

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