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Pay vs Performance Disclosure
11 Months Ended 12 Months Ended 25 Months Ended
Dec. 31, 2022
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Jan. 31, 2022
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table  

PAY VERSUS PERFORMANCE DISCLOSURE

As described in more detail in “Compensation Discussion and Analysis,” the executive compensation program has been designed to provide a level of compensation that is strongly dependent upon the achievement of short-term and long-term goals that are aligned with the interests of WEC Energy Group’s and the Company’s stockholders and customers. As such, a substantial portion of pay will only be realized upon strong corporate performance. The Compensation Committee has not designed the compensation program to specifically align WEC Energy Group’s and the Company’s performance measures with “compensation actually paid” (“CAP”) (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. For example, several performance measures are utilized to align executive compensation with WEC Energy Group’s and the Company’s performance that are not presented in the Pay versus Performance table below.

 

The following tables and supplemental graphical and narrative information present information about CAP, as defined by Item 402(v) of Regulation S-K, and compares CAP to various performance measures, also in accordance with such rules. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed in “Compensation Discussion and Analysis,” and not in replacement thereof.

 

Year (1)
Summary Compensation
Table (SCT) Total for PEO
($)
(1,2)
Compensation Actually
Paid (CAP) to PEO
($)
(3)
Average
SCT total for
non-PEO
NEOs
($)
(2,3)
Average
Compensation
Actually Paid
to non-PEO
NEOs
($)
Value of Initial Fixed $100
investment based on:
($)
WEC Net
Income
($)
(in millions)
Company
Selected
Measure
Lauber Fletcher Lauber Fletcher (4)
WEC TSR
(5)
Peer Group
TSR
(6)WEC Adjusted
Earnings Per
Share (diluted)
($)
2023 9,552,179 5,707,745 2,837,681 1,478,219 103.04 105.56 1,331.7 4.63
2022 8,149,461 8,151,511 9,721,228 17,332,947 2,729,967 3,457,990 110.80 113.90 1,408.1 4.45
2021 18,481,871 14,249,651 3,428,937 2,769,595 111.34 111.43 1,300.3 4.11
2020 18,136,171 15,590,856 2,871,392 3,298,800 102.49 95.16 1,199.9 3.79

 

(1)On February 1, 2022, Mr. Lauber succeeded Mr. Fletcher as CEO of WEC Energy Group and the Company.
(2)Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2023 fiscal year, the following adjustments were made to the SCT total compensation:

 

SCT to CAP Reconciliation

Year SCT Total
($)
Deductions from SCT Total Additions to SCT Total CAP
($)
Change in
Pension
Value
($)
(a)
Equity-based
awards Grant
Date Fair
Value
($)
(b)
Pension
Benefit
Service
Costs
($)
(c)(i)
Change in Value of
Covered Fiscal Year
Awards Unvested at
Covered Fiscal
Year-End
($)
(c)(ii)
Change in Value
of Prior Years’
Awards
Unvested at
Fiscal Year-End
($)
(c)(iii)
Value of Awards
Granted and
Vested in
Covered Fiscal
Year
($)
(c)(iv)
Change in
Value of Prior
Years’ Awards
that Vested in
Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2023 9,552,179 321,627 4,366,969 50,930 4,459,392 (2,280,649) (1,385,511)  5,707,745
Average Non-PEO NEOs SCT to CAP Reconciliation
2023 2,837,681 57,722 1,051,848 22,827 1,074,126 (718,520) (628,325) 1,478,219
(a)Represents the grant date fair value of equity awards as reflected in the “Stock Awards” and “Option Awards” columns of the SCT.
(b)Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan’s benefit formula to services rendered in periods prior to the plan amendment.
(c)Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(3)The non-PEO NEOs for each of the years shown were as follows:
2022 and 2023: Messrs. Garvin and Mastoris, and Mmes. Liu and Kelsey
2021: Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey
2020: Messrs. Lauber, Garvin, and Metcalfe, and Mmes. Liu and Kelsey
(4)Assumes an investment of $100 at the beginning of the measurement period and reinvestment of all dividends. The “measurement period” for each covered fiscal year is the period from December 31, 2019 through the end of such covered fiscal year.
(5)For 2023, the Compensation Committee determined that Edison International was no longer an appropriate peer comparison because of its increased financial risk from wildfires and other natural disasters as compared to WEC Energy Group and removed it from the Custom Peer Index Group. At the same time, the Committee approved the addition of CenterPoint Energy, Exelon Energy and PPL Energy as those companies completed various transactions to shift their business models towards more fully-regulated utility operations. Prior to these changes, the Custom Peer Index Group TSR would have been $95.59, $109.71, $111.03 and $104.31 for 2020, 2021, 2022, and 2023, respectively. For information about the Custom Peer Index Group, including the changes made, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation”.
(6)For 2023, the Company Selected Measure was adjusted (non-GAAP) earnings per share which excludes a $0.41 per share non-cash charge to earnings related to the Illinois Commerce Commission’s disallowance of certain capital costs at WEC Energy Group’s Illinois utilities. See Appendix A on page 44 for a full reconciliation of GAAP to non-GAAP earnings per share. The prior years reported in this table each show WEC Energy Group’s earnings per share on a GAAP basis.
   
       
Company Selected Measure Name   WEC Adjusted Earnings Per Share (diluted)        
Named Executive Officers, Footnote     The non-PEO NEOs for each of the years shown were as follows:
2022 and 2023: Messrs. Garvin and Mastoris, and Mmes. Liu and Kelsey
2021: Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey
2020: Messrs. Lauber, Garvin, and Metcalfe, and Mmes. Liu and Kelsey
     
Peer Group Issuers, Footnote     (5)For 2023, the Compensation Committee determined that Edison International was no longer an appropriate peer comparison because of its increased financial risk from wildfires and other natural disasters as compared to WEC Energy Group and removed it from the Custom Peer Index Group. At the same time, the Committee approved the addition of CenterPoint Energy, Exelon Energy and PPL Energy as those companies completed various transactions to shift their business models towards more fully-regulated utility operations. Prior to these changes, the Custom Peer Index Group TSR would have been $95.59, $109.71, $111.03 and $104.31 for 2020, 2021, 2022, and 2023, respectively. For information about the Custom Peer Index Group, including the changes made, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation”.      
Adjustment To PEO Compensation, Footnote     Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2023 fiscal year, the following adjustments were made to the SCT total compensation:

SCT to CAP Reconciliation

Year SCT Total
($)
Deductions from SCT Total Additions to SCT Total CAP
($)
Change in
Pension
Value
($)
(a)
Equity-based
awards Grant
Date Fair
Value
($)
(b)
Pension
Benefit
Service
Costs
($)
(c)(i)
Change in Value of
Covered Fiscal Year
Awards Unvested at
Covered Fiscal
Year-End
($)
(c)(ii)
Change in Value
of Prior Years’
Awards
Unvested at
Fiscal Year-End
($)
(c)(iii)
Value of Awards
Granted and
Vested in
Covered Fiscal
Year
($)
(c)(iv)
Change in
Value of Prior
Years’ Awards
that Vested in
Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2023 9,552,179 321,627 4,366,969 50,930 4,459,392 (2,280,649) (1,385,511)  5,707,745
Average Non-PEO NEOs SCT to CAP Reconciliation
2023 2,837,681 57,722 1,051,848 22,827 1,074,126 (718,520) (628,325) 1,478,219
(a)Represents the grant date fair value of equity awards as reflected in the “Stock Awards” and “Option Awards” columns of the SCT.
(b)Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan’s benefit formula to services rendered in periods prior to the plan amendment.
(c)Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
     
Non-PEO NEO Average Total Compensation Amount [1]   $ 2,837,681 $ 2,729,967 $ 3,428,937 $ 2,871,392  
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2]   $ 1,478,219 $ 3,457,990 2,769,595 3,298,800  
Adjustment to Non-PEO NEO Compensation Footnote     Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2023 fiscal year, the following adjustments were made to the SCT total compensation:

SCT to CAP Reconciliation

Year SCT Total
($)
Deductions from SCT Total Additions to SCT Total CAP
($)
Change in
Pension
Value
($)
(a)
Equity-based
awards Grant
Date Fair
Value
($)
(b)
Pension
Benefit
Service
Costs
($)
(c)(i)
Change in Value of
Covered Fiscal Year
Awards Unvested at
Covered Fiscal
Year-End
($)
(c)(ii)
Change in Value
of Prior Years’
Awards
Unvested at
Fiscal Year-End
($)
(c)(iii)
Value of Awards
Granted and
Vested in
Covered Fiscal
Year
($)
(c)(iv)
Change in
Value of Prior
Years’ Awards
that Vested in
Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2023 9,552,179 321,627 4,366,969 50,930 4,459,392 (2,280,649) (1,385,511)  5,707,745
Average Non-PEO NEOs SCT to CAP Reconciliation
2023 2,837,681 57,722 1,051,848 22,827 1,074,126 (718,520) (628,325) 1,478,219
(a)Represents the grant date fair value of equity awards as reflected in the “Stock Awards” and “Option Awards” columns of the SCT.
(b)Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan’s benefit formula to services rendered in periods prior to the plan amendment.
(c)Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
     
Compensation Actually Paid vs. Total Shareholder Return  

CAP v. TSR

As demonstrated in the following graph, the amount of compensation paid to the PEOs and the average compensation paid to the other NEOs was aligned with WEC Energy Group’s TSR performance. A substantial portion of the compensation awarded to each of the NEOs is long-term incentive compensation. WEC Energy Group performance unit awards comprise 65% of the long-term incentive compensation granted each year, with vesting primarily based upon WEC Energy Group’s TSR performance against its peer group. As discussed further in “Compensation Discussion and Analysis,” the performance units granted in 2021, which vested at the end of the three-year performance period ended December 31, 2023, provided a payout that was significantly less than target. See the Five-Year Cumulative Return and Total Stockholder Returns graphs in “Compensation Discussion and Analysis – Executive Summary” for information on WEC Energy Group’s TSR performance over the 5- and 10-year periods ended December 31, 2023, which exceeded the performance of its peer group.

 

       
Compensation Actually Paid vs. Net Income  

CAP v. WEC Net Income and Adjusted Earnings Per Share (Company-Selected Measure)

As demonstrated by the following graphs, during the cumulative four-year period ended December 31, 2023, the compensation paid to the PEOs and the average compensation paid to the other NEOs was aligned with WEC Energy Group’s net income and EPS performance. In 2023, WEC Energy Group’s EPS performance is shown on an adjusted (non-GAAP) basis. Pursuant to the terms of WEC Energy Group’s short-term performance plan, in 2023 almost 75% of the payout was based upon WEC Energy Group’s adjusted EPS performance, and almost 25% was based upon WEC Energy Group’s performance against cash flow goals. As discussed further in “Compensation Discussion and Analysis,” for 2023, the maximum level payout under WEC Energy Group’s short-term performance plan with respect to EPS was set at the top end of its long-term EPS guidance range for 2023. WEC Energy Group’s strong performance against the EPS and cash flow goals in 2023 resulted in maximum level payouts for each measure.

 

WEC Energy Group’s earnings per share on a GAAP basis were $4.22 for 2023, which includes a $0.41 per share non-cash charge to earnings related to the Illinois Commerce Commission’s (the “ICC”) disallowance of an aggregate of $178.9 million of previously

 

incurred capital costs as part of its decisions in the rate cases of WEC Energy Group’s Illinois utilities. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $4.63. The ICC’s disallowance of previously incurred capital costs of this nature is highly unusual and not indicative of WEC Energy Group’s operating performance. As a result, the Compensation Committee determined that WEC Energy Group’s performance against the earnings per share targets should be measured using adjusted earnings per share. See Appendix A for net income presented on an adjusted basis (non-GAAP) along with a reconciliation to net income, presented on a GAAP basis. In the graph below, net income is presented on a GAAP basis. EPS is presented on an adjusted (non-GAAP) basis for 2023 and on a GAAP basis for years prior to 2023.

 

       
Compensation Actually Paid vs. Company Selected Measure  

* Earnings per share for 2020, 2021 and 2022 are presented on a GAAP basis.

       
Tabular List, Table  

Most Important Performance Measures

The following represents the most important financial performance measures used by WEC Energy Group and the Company to link compensation actually paid to each NEO for 2023, the most recently completed fiscal year, to company performance:

 

WEC Adjusted Earnings Per Share WEC Net Income WEC Cash Flow Return on Equity of
WEC Utilities

 

Achievement of WEC Energy Group’s goals with respect to the financial measures highlighted above should drive strong TSR performance for WEC Energy Group relative to its peers, which is an important component of the compensation program as more fully described in “Compensation Discussion and Analysis – Long-Term Incentive Compensation”.

       
Total Shareholder Return Amount [3]   $ 103.04 $ 110.8 111.34 102.49  
Peer Group Total Shareholder Return Amount [4]   105.56 113.9 111.43 95.16  
Net Income (Loss)   $ 1,331.7 $ 1,408,100,000 $ 1,300,300,000 $ 1,199,900,000  
Company Selected Measure Amount   4.63 4.45 4.11 3.79  
PEO Name Mr. Lauber         Mr. Fletcher
Measure:: 1            
Pay vs Performance Disclosure            
Name     WEC Adjusted Earnings Per Share      
Measure:: 2            
Pay vs Performance Disclosure            
Name     WEC Net Income      
Measure:: 3            
Pay vs Performance Disclosure            
Name     WEC Cash Flow      
Measure:: 4            
Pay vs Performance Disclosure            
Name     Return on Equity of WEC Utilities      
Lauber [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount [5]   $ 9,552,179 $ 8,149,461  
PEO Actually Paid Compensation Amount [2],[5]   5,707,745 9,721,228  
Fletcher [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount [5]   8,151,511 18,481,871 18,136,171  
PEO Actually Paid Compensation Amount [2],[5]   $ 17,332,947 $ 14,249,651 $ 15,590,856  
PEO | Lauber [Member] | Change in Pension Value [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   321,627        
PEO | Lauber [Member] | Equity-based Awards Grant Date Fair Value [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   4,366,969        
PEO | Lauber [Member] | Pension Benefit Service Costs [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   50,930        
PEO | Lauber [Member] | Change in Value of Covered Fiscal Year Unvested [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   4,459,392        
PEO | Lauber [Member] | Change in Value of Prior Years Unvested [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (2,280,649)        
PEO | Lauber [Member] | Change in Value of Prior Years Vested [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount          
PEO | Lauber [Member] | Value of Awards Granted and Vested in Covered Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (1,385,511)        
Non-PEO NEO | Change in Pension Value [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   57,722        
Non-PEO NEO | Equity-based Awards Grant Date Fair Value [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   1,051,848        
Non-PEO NEO | Pension Benefit Service Costs [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   22,827        
Non-PEO NEO | Change in Value of Covered Fiscal Year Unvested [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   1,074,126        
Non-PEO NEO | Change in Value of Prior Years Unvested [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (718,520)        
Non-PEO NEO | Change in Value of Prior Years Vested [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (628,325)        
Non-PEO NEO | Value of Awards Granted and Vested in Covered Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount          
[1] The non-PEO NEOs for each of the years shown were as follows:
2022 and 2023: Messrs. Garvin and Mastoris, and Mmes. Liu and Kelsey
2021: Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey
2020: Messrs. Lauber, Garvin, and Metcalfe, and Mmes. Liu and Kelsey
[2] Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2023 fiscal year, the following adjustments were made to the SCT total compensation:

SCT to CAP Reconciliation

Year SCT Total
($)
Deductions from SCT Total Additions to SCT Total CAP
($)
Change in
Pension
Value
($)
(a)
Equity-based
awards Grant
Date Fair
Value
($)
(b)
Pension
Benefit
Service
Costs
($)
(c)(i)
Change in Value of
Covered Fiscal Year
Awards Unvested at
Covered Fiscal
Year-End
($)
(c)(ii)
Change in Value
of Prior Years’
Awards
Unvested at
Fiscal Year-End
($)
(c)(iii)
Value of Awards
Granted and
Vested in
Covered Fiscal
Year
($)
(c)(iv)
Change in
Value of Prior
Years’ Awards
that Vested in
Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2023 9,552,179 321,627 4,366,969 50,930 4,459,392 (2,280,649) (1,385,511)  5,707,745
Average Non-PEO NEOs SCT to CAP Reconciliation
2023 2,837,681 57,722 1,051,848 22,827 1,074,126 (718,520) (628,325) 1,478,219
(a)Represents the grant date fair value of equity awards as reflected in the “Stock Awards” and “Option Awards” columns of the SCT.
(b)Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan’s benefit formula to services rendered in periods prior to the plan amendment.
(c)Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
[3] Assumes an investment of $100 at the beginning of the measurement period and reinvestment of all dividends. The “measurement period” for each covered fiscal year is the period from December 31, 2019 through the end of such covered fiscal year.
[4] (5)For 2023, the Compensation Committee determined that Edison International was no longer an appropriate peer comparison because of its increased financial risk from wildfires and other natural disasters as compared to WEC Energy Group and removed it from the Custom Peer Index Group. At the same time, the Committee approved the addition of CenterPoint Energy, Exelon Energy and PPL Energy as those companies completed various transactions to shift their business models towards more fully-regulated utility operations. Prior to these changes, the Custom Peer Index Group TSR would have been $95.59, $109.71, $111.03 and $104.31 for 2020, 2021, 2022, and 2023, respectively. For information about the Custom Peer Index Group, including the changes made, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation”.
[5] On February 1, 2022, Mr. Lauber succeeded Mr. Fletcher as CEO of WEC Energy Group and the Company.