Mark Stiers
DTE ENERGYAbout Mark Stiers
Mark W. Stiers is President & Chief Operating Officer of DTE Vantage and Energy Trading, an executive officer role he has held since April 1, 2019; he is 62 years old as of March 13, 2025 . He joined DTE in 2006 and previously served as President & COO of DTE Gas and VP, Gas Sales & Supply; he holds an MBA and an Honors Bachelor of Commerce from the University of Windsor . Company performance context: DTE delivered five-year TSR of 129% (2019 base=100), 2024 operating EPS of $6.83, and 2024 cash from operations of $3.64B, underscoring pay-for-performance design across NEOs, including Stiers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DTE Gas | President & COO | Prior to 2019 | Led regulated gas utility operations before moving to DTE Vantage |
| DTE Gas | VP, Gas Sales & Supply | Prior to 2019 | Oversaw gas supply/commercial functions |
| WPS Energy; Engage | Executive roles | Pre-2006 | Led retail/wholesale gas & power activities in multiple markets |
External Roles
- Not disclosed in the company’s proxy or executive bio for public company boards or outside directorships. (No data found in DEF 14A) .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $592,385 | $597,000 | $624,769 |
| Stock Awards (Grant-date fair value) | $1,070,047 | $1,047,316 | $1,317,750 |
| Non-Equity Incentive Plan Compensation (Annual Bonus Paid) | $617,100 | $699,900 | $693,800 |
| Change in Pension Value & NQDC Earnings | $255,821 | $304,150 | $348,022 |
| All Other Compensation | $46,198 | $47,280 | $47,175 |
| Total Compensation | $2,581,551 | $2,695,646 | $3,031,516 |
Notes:
- Annual Incentive Plan (AIP) target award opportunity for 2024 was $476,250 (from Grants of Plan-Based Awards). Actual bonus paid for 2024 was $693,800, reflecting 145.67% payout for Stiers’ scorecard .
Performance Compensation
Annual Incentive (AIP) – 2024 (Stiers)
| Metric | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| DTE Vantage Operating Earnings ($mm) | 35% | 126 | 132 | 138 | 132 | 100.0% | 35.00% |
| DTE Vantage Cash from Operations ($mm) | 5% | 147 | 163 | 179 | 186 | 200.0% | 10.00% |
| DTE Energy Adjusted Operating EPS | 10% | 6.54 | 6.69 | 6.83 | 6.83 | 200.0% | 20.00% |
| DTE Vantage OSHA Recordable Incident Rate | 5% | 0.90 | 0.74 | 0.70 | 1.48 | 0.0% | 0.00% |
| DTE Energy HSIF | 5% | 4 | 2 | 0 | 2 | 100.0% | 5.00% |
| DTE Vantage Employee Engagement (Gallup) | 5% | 4.17 | 4.29 | 4.44 | 4.31 | 113.3% | 5.67% |
| New Project NPV ($mm) | 10% | 25 | 40 | 60 | 185 | 200.0% | 20.00% |
| Long-Range Earnings Growth ($mm) | 25% | 16 | 20 | 24 | 25 | 200.0% | 50.00% |
| Total | 100% | 145.67% |
Key takeaways: Overachievement on cash generation, project NPV, and long-range earnings growth more than offset safety shortfalls; result was 145.67% payout .
Annual Incentive (AIP) – 2023 (Stiers)
| Metric | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| DTE Vantage Operating Earnings ($mm) | 35% | 114 | 120 | 126 | 149 | 200.0% | 70.00% |
| DTE Vantage Cash from Operations ($mm) | 5% | 97 | 108 | 119 | 145 | 200.0% | 10.00% |
| DTE Energy Adjusted Operating EPS | 10% | 6.10 | 6.25 | 6.40 | 5.73 | 0.0% | 0.00% |
| DTE Vantage OSHA Recordable Incident Rate | 5% | 0.90 | 0.74 | 0.70 | 1.02 | 0.0% | 0.00% |
| DTE Energy HSIF (safety) | 5% | 4 | 2 | 0 | 2 | 0.0% | 0.00% |
| DTE Vantage Employee Engagement (Gallup) | 5% | 4.17 | 4.26 | 4.45 | 4.31 | 126.3% | 6.32% |
| New Project NPV ($mm) | 10% | 25 | 40 | 60 | 69 | 200.0% | 20.00% |
| Long-Range Earnings Growth ($mm) | 25% | 15 | 18 | 21 | 25 | 200.0% | 50.00% |
| Total | 100% | 156.32% |
Key takeaways: Significant overperformance on operating earnings, cash generation, and business development metrics; safety metrics were zeroed out in 2023 due to an OSHA-recordable fatality at the company level .
Long-Term Incentives (LTIP)
- Award mix: ~70% performance shares (PSUs) / ~30% time-based restricted stock (RS) for NEOs, including Stiers .
- 2024 PSU performance period: 1/1/2024–12/31/2026; measures for Stiers: Relative TSR (40%), 3-year cumulative operating EPS (10%), DTE Vantage long-range earnings growth (50%) .
- 2021 PSU payouts (paid 2024): Stiers earned 196.0% of target, driven by 73rd percentile TSR and Vantage long-range earnings growth .
| LTIP Event | Stiers Metric Outcomes |
|---|---|
| 2021 grant paid in 2024 | Relative TSR 73rd percentile (192% factor), Vantage long-range earnings growth at maximum; total payout 196.0% . |
Equity Ownership & Alignment
| Ownership Detail (as of 12/31/2024) | Amount |
|---|---|
| Common Stock | 50,728 shares |
| Phantom Stock | 378 shares (deferred comp related) |
| Performance Shares at Target (unearned) | 23,162 shares |
| Unvested Restricted Stock | 8,700 shares (market value $1,050,525 at $120.75/share) |
| Policy: Hedging/Pledging | Prohibited for officers/directors |
| Stock Ownership Guidelines | 3x base salary for Stiers; 100% of NEOs with ≥5 years in role met guidelines as of 12/31/2024 |
Vesting/overhang and potential supply:
- 2024 grants: 9,300 target PSUs; 3,200 RS vesting on January 31, 2027 .
- 2023 grants: 6,400 target PSUs; 2,800 RS vesting on February 1, 2026 .
- 2024 vesting realized: 2,822 time-based RS and 14,208 performance shares vested in 2024 (from 2021 awards), representing realized equity supply in 2024 .
Employment Terms
| Program | Key Economics | Trigger | Notes |
|---|---|---|---|
| Executive Severance Allowance Plan | Cash severance = 1x (base salary + target annual bonus); pro-rated bonus; 12 months of COBRA (or cash equivalent); up to 6 months outplacement | Involuntary termination w/o cause (non-CIC) | Applies to officers including Stiers; CEO excluded (separate agreement) |
| Change-in-Control Severance Agreement (CIC) | Cash severance = 2x (base salary + target bonus); pro-rated bonus; additional non-compete consideration = 1x (base+target bonus); 2 years benefit coverage; 2 years ESRP credits; equity double-trigger accelerated if not assumed | Termination (actual/constructive) within 2 years post-CIC | NEO multiple is 200%; no excise tax gross-ups; double-trigger equity; outplacement capped at 15% of base salary |
| 9/11/2025 CIC Agreements Refresh | Entered with all executive officers including Mark W. Stiers; structure replaces prior CIC agreements | Effective 9/11/2025 | Summary terms consistent with above; CEO COBRA enhancement noted separately in severance plan amendment |
| Clawback | Recovery of erroneously awarded incentive comp upon accounting restatement (3-year lookback) | Accounting restatement | Applies to AIP and LTIP; awards under 2025 LTIP subject to Clawback Policy |
| Equity Plan Safeguards | Min. 1-year vesting; no option repricing; no “underwater” buyouts; no stock options since 2010 | Plan design | Reinforces pay-for-performance and shareholder alignment |
Compensation Structure Analysis
- Mix and leverage: Stiers’ compensation is heavily performance-contingent via AIP (business development and cash metrics) and PSUs (relative TSR and Vantage-specific growth), with material upside evidenced by 145.7% (2024) and 156.3% (2023) AIP payouts and 196% PSU payout on the 2021 grant .
- Metric calibration: 2024 targets for Vantage new project NPV ($40mm target; result $185mm) and long-range earnings growth ($20mm target; result $25mm) indicate ambitious growth orientation in non-regulated businesses, aligning incentives with value creation beyond rate base .
- Governance: No hedging/pledging; robust ownership requirements; clawback in place; no CIC tax gross-ups; equity double-trigger vesting—shareholder-friendly features that mitigate misalignment and windfall risks .
Risk Indicators & Red Flags
- Safety underperformance in 2023: Company safety measures were zeroed out across AIP due to an OSHA-recordable fatality, though Vantage’s financial and development metrics drove Stiers’ high payout that year; underscores the need to monitor safety metric weighting vs. financial metrics in incentive design .
- Concentration of unvested performance equity: As of 12/31/2024, Stiers had 23,162 target PSUs outstanding—payouts are sensitive to 3-year TSR, operating EPS, and Vantage growth execution; equity overhang implies multi-year retention and potential future share issuance on vesting .
Say-on-Pay & Shareholder Feedback
- Advisory votes: 96.2% approval in 2024 and again at the 2025 meeting—strong investor support for executive pay programs under which Stiers is compensated .
Compensation Peer Group (Benchmarking)
- DTE benchmarks to a large-cap regulated utility peer set for compensation decisions (e.g., Duke, Southern, Exelon, CMS, Sempra, Xcel, etc.), targeting median positioning adjusted for size—helpful context for Stiers’ salary and LTIP calibration .
Equity Grant Detail (Visibility to Vesting)
| Grant Year | Grant Date | PSUs Target (#) | RS/RSU (#) | Vesting / Performance Period |
|---|---|---|---|---|
| 2024 | Jan 31, 2024 | 9,300 | 3,200 | PSUs: 1/1/2024–12/31/2026; RS vests 1/31/2027 |
| 2023 | Feb 22, 2023 (PSU); Feb 1, 2023 (RS) | 6,400 | 2,800 | PSUs: 1/1/2023–12/31/2025; RS vests 2/1/2026 |
Outstanding & Realized Equity
| Category | Stiers as of 12/31/2024 |
|---|---|
| Unvested Restricted Stock | 8,700 shares ($1,050,525 at $120.75) |
| Unearned PSUs (Target) | 23,162 shares ($2,796,812 at $120.75) |
| 2024 Vesting (Realized) | 2,822 RS; 14,208 PS (from 2021 grants) |
Pensions & Deferred Compensation (Alignment/Retention)
| Program | Present Value / Balance (12/31/2024) |
|---|---|
| Cash Balance Plan PV | $450,741 |
| SRP PV | $749,138 |
| ESRP PV | $1,520,163 |
| Supplemental Savings Plan (NQDC) – Exec Contributions 2024 | $26,982 |
| Supplemental Savings Plan – Company Match 2024 | $20,515 |
| Supplemental Savings Plan – Aggregate Earnings 2024 | $74,856 |
| Supplemental Savings Plan – Ending Balance 2024 | $782,015 |
Investment Implications
- Alignment and retention: High mix of multi-year PSUs tied to relative TSR, operating EPS, and Vantage long-range earnings growth, plus three-year RS vesting and robust ownership guidelines, create meaningful retention hooks and strategic alignment. No hedging/pledging and clawback enhance governance quality .
- Execution signal: Repeated overachievement on Vantage growth metrics (NPV and long-range earnings growth) in 2023–2024 supports Stiers’ track record in non-regulated value creation, a positive for DTE’s diversified earnings trajectory—tempered by safety performance headwinds in 2023 AIP scoring .
- Event risk: CIC protections (2x salary+bonus cash plus double-trigger equity) are standard for utilities; they mitigate disruption risk but could create modest payout obligations in a transaction scenario. No excise tax gross-ups reduces shareholder cost risk .
- Near-term trading dynamics: Known vesting dates (Feb 2026; Jan 2027) and realized 2024 vestings clarify potential episodic supply from executive equity; however, anti-pledging rules and ownership requirements reduce structural selling pressure risk and encourage continued holding .
Sources
- DTE Energy 2025 Proxy Statement (DEF 14A), filed 3/13/2025: executive officer roster, compensation tables, AIP/LTIP metrics and outcomes, ownership, policies, severance/CIC economics .
- DTE Energy 2024 Proxy Statement (DEF 14A), filed 3/7/2024: compensation history, 2023 AIP results, grants, ownership .
- DTE 8-K (Item 5.02), filed 9/16/2025: CIC agreements entered 9/11/2025 with executive officers including Mark W. Stiers; severance plan amendment context .
- DTE corporate bios and DTE Vantage team page: background/education and prior roles .