DTE Energy (DTW) Enhances Executive Severance, CEO Gets 200% Base Pay

DTE Energy Company updated executive compensation and protection agreements in September 2025.

Rhea-AI Filing Summary

DTE Energy Company updated executive compensation and protection agreements in September 2025. The Benefit Plan Administration Committee adopted Amendment 1 to the Executive Severance Allowance Plan, under which the CEO becomes eligible for enhanced severance including 24 months of COBRA premium coverage and a lump-sum payment equal to 200% of Base Pay if terminated without Cause. The company also entered new Change in Control (CIC) Severance Agreements effective September 11, 2025 with its listed executive officers, replacing prior CIC agreements. The CIC Agreements provide for cash severance payable if an executive is terminated within two years after a Change in Control, calculated as a multiple of base salary plus Annual Bonus (assuming target) plus a prorated Annual Bonus and an additional payment tied to a one-year post-termination non-compete restriction. New Indemnification Agreements were also executed with executives and non-employee directors; full terms are in the attached exhibits.

Positive

• Enhanced continuity incentives through strengthened CIC severance may help retain executives during strategic transactions
• Clearer standardized agreements replacing prior arrangements can reduce ambiguity around post-termination payments

Negative

• Increased contingent compensation obligations including 200% of CEO base pay and multi-year CIC severance could raise future cash or accounting costs
• Potential governance concerns if enhanced benefits are viewed as excessively generous without disclosed cost/metric context

Insights

Corporate Governance Expert

TL;DR: Company strengthened executive protections and severance for continuity around potential transactions.

The amendments and new agreements standardize and enhance post-termination protections for senior management, notably a generous CEO severance benefit and multi-year CIC severance protections tied to target bonus assumptions and non-compete consideration. These measures are typical to retain leadership through potential change-in-control events and to align incentives during strategic transactions. Materiality hinges on the magnitude of severance multiples (not disclosed here) and potential dilutive or cash impacts; the filing references exhibits for specific terms.

Compensation & Benefits Specialist

TL;DR: Severance enhancements increase fixed post-employment obligations and continuity incentives.

The CEO-level enhancement (200% of Base Pay plus 24 months COBRA) and CIC framework that uses multiples of salary and target bonus increase the company's contingent compensation liabilities. The inclusion of payment for a one-year non-compete is a common market practice to preserve value after a CIC. Quantitative impact is not provided in the text; details are in the cited exhibits and would determine accounting and cash-flow effects.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What changes were made to the Executive Severance Allowance Plan at DTE (DTW)?

The BPAC adopted Amendment 1 which makes the CEO eligible for 24 months of COBRA premium coverage and a lump-sum payment equal to 200% of Base Pay upon termination without Cause.

Who signed the new Change in Control agreements with DTE?

Change in Control Severance Agreements were entered effective September 11, 2025 with the named executives: Diane M. Antishin, Joi M. Harris, Trevor F. Lauer, Kathrine M. Lorenz, Lisa A. Muschong, Tracy J. Myrick, Gerardo Norcia, Matthew T. Paul, Robert A. Richard, David Ruud, and Mark W. Stiers.

What severance payments do the CIC Agreements provide?

They provide cash severance if employment is terminated within two years after a Change in Control, calculated as a multiple of base salary plus Annual Bonus (assuming target), a prorated Annual Bonus, and an additional payment for a one-year non-compete.

Were indemnification agreements also executed?

Yes. The company entered into Indemnification Agreements effective September 11, 2025 with each Executive and each non-employee director; the filing attaches forms of those agreements as exhibits.

Where can I find the full terms and amounts for these agreements?

The filing states the full terms are included in the attached exhibits (Exhibits 10.1–10.4 and the indemnification form); those exhibits contain the detailed provisions and calculations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/16/2025 - 04:16 PM Learn about SEC filing dates

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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): September 10, 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

Executive Severance Allowance Plan Amendment

On September 10, 2025, the Benefit Plan Administration Committee (the "BPAC") of DTE Energy Company (the "Company") adopted resolutions approving Amendment 1 (the "Amendment") to the DTE Energy Company Executive Severance Allowance Plan (the "Plan"). The Plan establishes a uniform approach to severance applicable to eligible senior executives (which may include named executive officers) of the Company and its subsidiaries upon a termination of employment without Cause (as defined in the Plan). Under the terms of Amendment 1, the Company's Chief Executive Officer is eligible to receive enhanced payments and benefits if terminated, including 24 months of COBRA continuation coverage premiums and a lump sum payment of 200% of Base Pay. The foregoing summary is qualified in its entirety by reference to the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Change in Control and Indemnification Agreements

On September 11, 2025, the Company entered into a Change in Control Severance Agreement with each of its executive officers: Diane M. Antishin, Joi M. Harris, Trevor F. Lauer, Kathrine M. Lorenz, Lisa A. Muschong, Tracy J. Myrick, Gerardo Norcia, Matthew T. Paul, Robert A. Richard, David Ruud and Mark W. Stiers (each, an "Executive" and together, the "Executives"). Forms of the Agreements are attached as Exhibits 10.2, 10.3 and 10.4 to this Form 8-K (the "CIC Agreements"). Each of the CIC Agreements is effective as of September 11, 2025 and replaces previous Change-in-Control Severance Agreements between the Company and the Executives. The description set forth below is qualified in its entirety by reference to the forms of the CIC Agreements attached hereto. Capitalized terms used herein are defined in the CIC Agreements.

The CIC Agreements are intended to provide continuity of management in the event there is a Change in Control of the Company (as defined in the CIC Agreements) and to align executive and shareholder interests in support of corporate transactions. The CIC Agreements provide for severance compensation in the event that the Executive's employment is terminated (actually or constructively) within two years after a Change in Control of the Company. The cash severance benefit is the sum of (i) a multiple of the Executive's base salary plus Annual Bonus, assuming target performance goals for such year would be met, plus (ii) a lump sum payment of the Executive's pro-rated Annual Bonus (reduced by any pro-rated Annual Bonus otherwise paid because of the Executive's termination). An additional amount is paid as consideration for the prohibition against engaging in any Competitive Activity for one year after termination that is imposed by the CIC Agreements.

The Company also entered into an Indemnification Agreement with each of its Executives and each of its non-employee Directors effective September 11, 2025 in the form attached to this Form 8-K as

Exhibit 10.5. The Indemnification Agreements replace previous Indemnification Agreements between the Company and the Executives and Directors. The description set forth below is qualified in its entirety by reference to the form of Indemnification Agreement attached hereto. Capitalized terms used herein are defined in the Indemnification Agreements.

The Indemnification Agreements provide that the Company will indemnify an Indemnitee against all Liabilities and Expenses incurred by the Indemnitee in connection with any civil, criminal, or other proceeding to which the Indemnitee is a party by reason of their service to the Company. The Company will pay the reasonable fees, costs and expenses incurred by the Indemnitee in connection with any such proceeding, and may assume the defense and employ counsel for the Indemnitee.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1			Amendment 1 to DTE Energy Company Executive Severance Allowance Plan
10.2			Form of Change in Control Severance Agreement, dated as of September 11, 2025, between DTE Energy Company and each of Diane M. Antishin, Joi M. Harris, Trevor F. Lauer, Kathrine M. Lorenz, Gerardo Norcia, Matthew T. Paul, Robert A. Richard, David Ruud and Mark W. Stiers
10.3			Form of Change in Control Severance Agreement, dated as of September 11, 2025, between DTE Energy Company and Lisa A. Muschong
10.4			Form of Change in Control Severance Agreement, dated as of September 11, 2025, between DTE Energy Company and Tracy J. Myrick
10.5			Form of Indemnification Agreement between DTE Energy Company and each Executive Officer and non-employee Director
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: September 16, 2025

DTE Energy Company

(Registrant)

/s/Diane M. Antishin

Diane M. Antishin

Senior Vice President - Human Resources and Chief Diversity and Inclusion Officer