JoAnn Chavez
DTE ENERGYAbout JoAnn Chavez
Senior Vice President and Chief Legal Officer at DTE Energy Company since October 28, 2019; age 60 as of March 13, 2025 . She also serves as a director of DTE Electric Company, DTE’s regulated utility subsidiary (signature page) . During her tenure as CLO, DTE delivered 2024 operating EPS of $6.83, cash from operations of $3.64B, increased the dividend 6.9%, and achieved a five‑year total shareholder return of 129% (2019 base year=100) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DTE Energy Company | Senior Vice President & Chief Legal Officer | 2019-10-28 – Present | Executive officer overseeing legal affairs (per proxy listing) |
| DTE Electric Company (subsidiary) | Director | As of 2025-02-13 | Subsidiary board governance (signature page) |
External Roles
- None disclosed in company filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 596,923 | 605,000 |
Performance Compensation
Annual Incentive Plan (AIP)
- Structure: Target award set as a percentage of base salary; payout scales 0–200% against threshold/target/maximum per metric . Company metrics include Operating EPS and Cash from Operations (financial), Net Promoter Score (customer), safety (OSHA recordable, HSIF), employee engagement, and utility operating excellence reliability measures; metrics are aligned to stakeholder priorities .
- 2023 Results for Chavez: Target AIP award $423,500; actual AIP paid $209,900 .
| Item | 2023 |
|---|---|
| AIP Target ($) | 423,500 |
| AIP Actual Paid ($) | 209,900 |
Long‑Term Incentives (LTIP)
- DTE grants a mix of Performance Stock Units (PSUs) and time‑based Restricted Stock; no stock options have been granted since 2010 .
- 2023 Grants to Chavez: PSUs 6,800 target (grant date 2023-02-22; grant-date fair value $767,108); RSUs 2,900 (grant date 2023-02-01; vests 2026-02-01; grant-date fair value $336,951) .
| Grant Type | Grant Date | Units (Target) | Vesting / Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Performance Stock Units | 2023-02-22 | 6,800 | 3-year period (2023–2025); metrics: TSR vs peer (80%), 3-yr cumulative operating EPS (20%) | 767,108 |
| Restricted Stock (RSUs) | 2023-02-01 | 2,900 | Time-based; vests on 2026-02-01 | 336,951 |
- 2023 Vesting/Realization: Chavez realized value from vesting stock awards (time-based RSU tranche and performance shares granted in 2020/2021 adjustments) totaling: RSUs 2,234 shares ($253,760) and PSUs 10,802 shares ($1,255,140) .
| 2023 Stock Vested | Shares | Value ($) |
|---|---|---|
| Time-based RSUs (originally granted 2020; spin-off adjustments) | 2,234 | 253,760 |
| PSUs (originally granted 2020; spin-off adjustments) | 10,802 | 1,255,140 |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Common Stock Owned (direct/401k/restricted) | 12,680 shares as of 2023-12-31 |
| Phantom Stock (deferred plans) | 1,359 units as of 2023-12-31 |
| Unvested RSUs (as of 2023-12-31) | 8,740 units; $963,672 market value at $110.26/share |
| Unvested PSUs at Target (as of 2023-12-31) | 22,545 units; $2,485,812 market/payout value at $110.26/share |
Additional alignment and policies:
- Stock ownership guidelines: For 2023, requirement of 3x base salary for Ms. Chavez; 100% of NEOs with 5 years in role met guidelines as of 2023-12-31 .
- Hedging/Pledging: Prohibited for all officers and directors (no hedging or pledging, including margin accounts) .
- Deferred compensation: Chavez deferred $68,250 of 2023 salary into the Supplemental Savings Plan .
Employment Terms
Executive Severance (non‑CIC)
- Plan provides 1x base salary + target bonus, 12 months COBRA (or cash equivalent), and up to 6 months outplacement, subject to conditions .
- Hypothetical termination as of 2023-12-31 for Chavez: Severance $1,028,500; Bonus $423,500; Pro‑rated LTIP $2,285,139; Supplemental Benefits $26,200; Total $3,763,339 .
| Component | Amount ($) |
|---|---|
| Severance (1x base + target bonus) | 1,028,500 |
| Annual Bonus (target, pro‑rated eligibility) | 423,500 |
| Pro‑rated LTIP (retirement eligibility provisions) | 2,285,139 |
| Supplemental Benefits (COBRA/outplacement) | 26,200 |
| Total | 3,763,339 |
Change‑in‑Control (CIC)
- Double‑trigger; cash severance of 2x base + target bonus; additional 1x base + target bonus as non‑compete consideration; two years of welfare benefits; two years of ESRP credits; accelerated equity per plan; no excise tax gross‑ups .
- Hypothetical CIC termination as of 2023-12-31 for Chavez: Total $7,475,867 (Severance $2,057,001; Bonus $423,500; Pension enhancement $372,232; Accelerated LTIP $3,449,484; Outplacement $90,750; Health & Wellness $54,400; Non‑compete $1,028,500) .
| Component | Amount ($) |
|---|---|
| Severance (2x base + target bonus) | 2,057,001 |
| Bonus (target, separate) | 423,500 |
| Pension Enhancement (ESRP credits) | 372,232 |
| Accelerated LTIP Awards | 3,449,484 |
| Outplacement | 90,750 |
| Health & Wellness Benefits | 54,400 |
| Non‑Compete Consideration (1x base + target bonus) | 1,028,500 |
| Total | 7,475,867 |
Clawback
- DTE’s clawback policy allows recovery of excess incentive compensation for current or former executive officers in the event of an accounting restatement due to material noncompliance; applies to three prior years .
Pension/Deferred Compensation Snapshot
- Present value of Chavez’s pension/ESRP accounts at 2022 year‑end: Cash Balance Plan $355,405; SRP $388,499; ESRP $978,809 .
- Participation in tax‑qualified 401(k) and nonqualified Supplemental Savings Plan; company match and deferral mechanics disclosed .
Vesting Schedules and Upcoming Supply
| Equity Type | Grant Date | Vesting/Performance | Notable Vest Date |
|---|---|---|---|
| RSUs | 2021-01-27 | Time-based; 3-year vest | 2024-01-27 (completed, not tabulated here) |
| RSUs | 2022-02-02 | Time-based; 3-year vest | 2025-02-02 |
| RSUs | 2023-02-01 | Time-based; 3-year vest | 2026-02-01 |
| PSUs | 2021 & 2022 cycles | 3-year performance; TSR and utility metrics | Settled after performance periods per plan |
| PSUs | 2023-02-22 | 3-year performance (2023–2025); TSR 80%, 3‑yr cumulative Op EPS 20% | Payout in early 2026, subject to certification |
Note: DTE has not granted stock options since 2010 .
Governance, Policies, and Pay Practices
- No pledging/hedging permitted for officers/directors .
- No single‑trigger CIC; no option repricing or buyouts of underwater options; minimum one‑year vesting for equity; typical three-year vesting .
- Say‑on‑pay support: 96.2% approval at both 2023 and 2024 annual meetings .
- Compensation peer group (used for benchmarking) includes large regulated utilities such as Alliant, Ameren, Duke, Exelon, Sempra, Southern, WEC, Xcel, etc. .
Investment Implications
- Alignment: Material unvested equity (22,545 PSUs; 8,740 RSUs as of 2023‑12‑31) promotes retention and shareholder alignment; DTE prohibits pledging/hedging, reducing misalignment risks .
- Near‑term selling pressure windows: Time‑based RSU vests in early Feb 2025 and Feb 2026 (subject to trading windows), creating potential but limited supply events; PSU settlement expected in early 2026, contingent on performance .
- Downside protection and discipline: Robust clawback policy; no excise tax gross‑ups; double‑trigger CIC; high say‑on‑pay support—collectively reduce red‑flag risk and support governance quality .
- Performance linkage: AIP/LTIP metrics center on Operating EPS, cash from operations, TSR vs peers, and utility reliability/safety—clear pay‑for‑performance line‑of‑sight; 2023 AIP outcome for Chavez was below target ($209.9k vs $423.5k target) reflecting disciplined payout framework .