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| DTE > SEC Filings for DTE > Form 8-K on 7-Feb-2013 | All Recent SEC Filings |
7-Feb-2013
Change in Directors or Principal Officers
Annual Incentive Plan
On February 6, 2013, the Organization and Compensation Committee of the Board of Directors of DTE Energy Company approved 2013 performance measures, weightings and metrics under the Company's Annual Incentive Plan ("AIP"). Gerard M. Anderson, David E. Meador, Steven E. Kurmas, Gerardo Norcia and Bruce D. Peterson are the Company's "named executive officers" disclosed in our 2012 proxy statement. The following table summarizes the annual measures for 2013 under the AIP for Messrs. Anderson, Meador and Peterson in determining their total annual incentive award:
Measures Weight
DTE Energy Adjusted Earnings Per Share 25%
DTE Energy Adjusted Cash Flow 25%
Customer Satisfaction Index 7%
Customer Satisfaction Improvement Program 7%
Michigan Public Service Commission ("MPSC") Customer Complaints 4%
Employee Engagement-Gallup 8%
OSHA Recordable Incident Rate (RIR) 8%
Utility Operating Excellence Index 16%
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The following table summarizes the annual measures for 2013 under the AIP for Mr. Kurmas in determining his total annual incentive award:
Measures Weight
DTE Energy Adjusted Earnings Per Share 10%
DTE Electric Company ("DTE Electric") Adjusted Net Income 20%
DTE Electric Adjusted Cash Flow 20%
Customer Satisfaction Index 7%
Customer Satisfaction Improvement Program 7%
MPSC Customer Complaints 4%
Employee Engagement-Gallup DTE Electric 8%
OSHA Recordable Incident Rate (RIR) 8%
Electric Distribution Reliability 6%
Power Plant Reliability 5%
Nuclear Power Plant Reliability 5%
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The following table summarizes the annual measures for 2013 under the AIP for Mr. Norcia in determining his total annual incentive award:
Measures Weight
DTE Energy Adjusted Earnings Per Share 10%
DTE Gas Company ("DTE Gas") Adjusted Net Income 14%
DTE Gas Adjusted Cash Flow 14%
Customer Satisfaction Index 4.9%
Customer Satisfaction Improvement Program 4.9%
MPSC Customer Complaints 2.8%
Employee Engagement-Gallup DTE Gas 5.6%
OSHA Recordable Incident Rate (RIR) 5.6%
Gas Distribution System Improvement 4.2%
Inside Meters Removal Program 3.5%
Main Line Renewal Program 3.5%
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Based on market comparisons, each officer position is assigned a target award
expressed as a percentage of base salary. Targets for these officers range from
60% to 100%, including the Chief Executive Officer. Award amounts paid to each
officer are determined as follows: (1) the executive's most recent year-end base
salary is multiplied by an AIP target percentage to arrive at the target award;
(2) 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; (3) the target award is then multiplied by the
performance payout percentage to arrive at the calculated award; and (4) the
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.
Long-Term Incentive Plan
On February 6, 2013, the Organization and Compensation Committee of the Company's Board of Directors approved 2015 performance measures, weightings and metrics for executive officers under the DTE Energy Company 2006 Long Term Incentive Plan ("LTIP"). The LTIP, which was approved by our shareholders, rewards long-term growth and profitability by providing a vehicle through which officers, other key employees and outside directors may receive stock-based compensation. Stock-based compensation directly links individual performance with shareholder interests. Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. The target award may be modified by the Organization and Compensation Committee and is then delivered in the form of restricted stock, stock options and performance shares. Targets for these officers range from 135% to 340%, including the Chief Executive Officer.
Performance shares: 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 thereof, depending on the level of achievement of performance measures. The performance measurement period for the 2015 award is January 1, 2013 through December 31, 2015. Payments earned under the 2015 award can range from 0% to 200% of target, based upon achievement of performance measures. The two measures and weightings for Messrs. Anderson, Meador and Peterson are: (1) total shareholder return vs. total shareholder return of peer group companies (80%), and (2) ratio of funds from operations to debt (20%). The three measures and weightings for Mr. Kurmas are: (1) total shareholder return vs. total shareholder return of peer group companies (60%),
(2) ratio of funds from operations to debt (20%) and (3) DTE Electric 3 year average return on equity (20%). The five measures and weightings for Mr. Norcia are: (1) total shareholder return vs. total shareholder return of peer group companies (54%), (2) ratio of funds from operations to debt (17%), (3) DTE Gas 3 year average return on equity (14%), (4) GSP 3 year average net income (12%), and (5) GSP 3 year average return on invested capital (3%).
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