Leadership Shuffle: DTE Energy Names Harris CEO, Norcia to Executive Chairman

Rhea-AI Filing Summary

DTE Energy (NYSE:DTE) filed a Form 8-K disclosing a C-suite realignment effective September 8, 2025.

The Board elected Joi M. Harris (55) as President & Chief Executive Officer and added her to the Board. Harris has been President & Chief Operating Officer since 2023 and has held leadership roles at DTE since 1991, suggesting deep institutional knowledge and operational continuity.

Current Chairman & CEO Gerardo Norcia will become Executive Chairman, remaining a full-time employee and director. Compensation will adjust accordingly: Harris’ base salary rises to $1.2 million, with AIP target at 125% and LTIP target at 500%. She will also receive a $1 million restricted-stock grant that cliff-vests in three years.

Norcia’s base salary will decrease in stages to $900k on Sept 8 2025 and $750k on Jan 1 2027; his incentive targets will similarly decline. David Ruud moves from EVP & CFO to Vice Chairman & CFO; his base salary increases to $800k with higher AIP (100%) and LTIP (300%) targets plus a $1 million three-year cliff-vesting stock grant.

No other material contracts, financial results, or legal matters were reported. Exhibit 99.1 contains the related press release.

Positive

• Internal promotion of seasoned executive Joi Harris to CEO ensures operational continuity and preserves institutional knowledge.
• Clear succession timeline announced three months in advance, reducing uncertainty for regulators, employees, and investors.

Negative

• Creation of Executive Chairman role may blur governance lines and concentrate influence, a potential concern for proxy advisors.
• Incremental executive compensation increases fixed costs and could draw shareholder scrutiny despite limited financial magnitude.

Insights

Corporate Governance Expert

Leadership transition maintains continuity but concentrates power at board level—impact likely neutral near term.

Board Actions: Internal promotion lowers succession risk; adding Harris to the board aligns management and oversight but reduces independent director majority by one seat. Executive Chairman structure preserves Norcia’s influence, potentially blurring accountability lines.

Compensation: CEO pay package (base $1.2 m, 125% AIP, 500% LTIP) is broadly market-aligned for a utility of DTE’s size. However, Norcia’s continuing employment plus new Vice Chairman seat for Ruud add two highly paid roles, modestly elevating fixed cost.

Investor Implications: Stable succession narrative should reassure regulators and stakeholders; watch proxy advisor reaction to combined chair/executive roles and expanded pay structure.

Financial Analyst

Management shuffle modestly raises SG&A; strategy and guidance unchanged—financial impact neutral.

The filing outlines no changes to capital plan, dividend policy, or earnings guidance. Incremental cash compensation (~$350k annually) and equity grants are immaterial relative to DTE’s ~$15 billion revenue base.

Continuity Benefit: Harris’ long tenure at Gas and Energy units suggests seamless hand-off of ongoing infrastructure projects and cost-recovery filings.

Risks: Period of overlapping leadership could complicate strategic clarity; investors should monitor 2025 proxy for any revision to performance metrics tied to the enlarged LTIP percentages.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

            Date of Report (Date of earliest event reported): June 18, 2025

Commission File Number: 1-11607

DTE Energy Company

Michigan						38-3217752
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No.)

Registrants address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1221

Registrants telephone number, including area code: (313) 235-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on which Registered

Common stock, without par value

DTE

New York Stock Exchange

2017 Series E 5.25% Junior Subordinated Debentures due 2077

DTW

New York Stock Exchange

2020 Series G 4.375% Junior Subordinated Debentures due 2080

DTB

New York Stock Exchange

2021 Series E 4.375% Junior Subordinated Debentures due 2081

DTG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of President and Chief Executive Officer

On June 19, 2025, the Board of Directors of DTE Energy Company (the “Company” or “DTE Energy”) elected Joi M. Harris, DTE Energy’s President and Chief Operating Officer, as President and Chief Executive Officer, effective September 8, 2025. Ms. Harris was also elected to the Company’s Board of Directors effective September 8, 2025. Gerardo Norcia, DTE Energy Chairman and Chief Executive Officer, was named DTE Energy Executive Chairman effective September 8, 2025 and will remain a full-time employee and director of the Company. Ms. Harris, 55, has served as President and Chief Operating Officer since 2023. Ms. Harris has also served in various positions at the Company since 1991, including service as President and Chief Operating Officer of DTE Gas Company and Senior Vice President of DTE Energy. There is no arrangement or understanding between Ms. Harris and any other person pursuant to which she was selected as an officer and director.

Effective September 8, 2025, Ms. Harris will receive an increase in annual base salary to $1,200,000. In addition, her Annual Incentive Plan target percentage will increase to 125% and her Long-Term Incentive Plan target percentage will increase to 500%. Ms. Harris will also receive a grant of restricted shares with a grant date fair value of $1,000,000 which are subject to cliff vesting in 3 years. More information about the Annual Incentive and Long-Term Incentive Plans may be found in the Company’s 2025 Proxy Statement.

Effective September 8, 2025, Mr. Norcia will receive a decrease in annual base salary to $900,000, and then to $750,000 effective January 1, 2027. In addition, his Annual Incentive Plan target percentage will decrease to 100% effective September 8, 2025 and his Long-Term Incentive Plan target percentage will decrease to 300% for 2026 and to 200% for 2027. Mr. Norcia’s 2026 and 2027 Long-Term Incentive Plan grants will be restricted shares with vesting dates of December 31, 2027 and one year from the date of grant, respectively.

Also on June 18, 2025, David Ruud, Executive Vice President and Chief Financial Officer was named Vice Chairman and Chief Financial Officer, effective September 8, 2025, at which time Mr. Ruud will receive an increase in base salary to $800,000. In addition, his Annual Incentive Plan target percentage will increase to 100% and his Long-Term Incentive Plan target percentage will increase to 300%, all effective September 8, 2025. Mr. Ruud will also receive a grant of restricted shares with a grant date fair value of $1,000,000 which are subject to cliff vesting in 3 years.

A copy of the Company's press release announcing the changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1			Press Release of DTE Energy Company dated June 23, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 23, 2025

DTE Energy Company

(Registrant)

/s/Lisa A. Muschong

Lisa A. Muschong

Vice President, Corporate Secretary and Chief of Staff

FAQ

Who will become DTE Energy's CEO on September 8, 2025?

The filing states that Joi M. Harris, currently President & COO, will assume the role of President & Chief Executive Officer.

What is the new CEO's base salary and incentive targets?

Effective September 8 2025, Harris’ base salary is $1.2 million, with an Annual Incentive Plan target of 125% and an LTIP target of 500%.

How does Gerardo Norcia's compensation change after becoming Executive Chairman?

Norcia’s base salary decreases to $900k on Sept 8 2025 and to $750k on Jan 1 2027, with reduced AIP and LTIP percentages.

What compensation adjustments were announced for CFO David Ruud?

Ruud becomes Vice Chairman & CFO with base salary of $800k, a 100% AIP target, a 300% LTIP target, and a $1 million restricted-stock grant.

Did the 8-K include any changes to DTE Energy's financial guidance or strategic plan?

No. The filing focuses solely on leadership and compensation changes and does not revise guidance or strategic initiatives.