DEF 14A of Wec Energy Group, Inc., Mar 27, 2025

DEF 14A of Wec Energy Group, Inc.

Filed Mar 27, 2025 · FY20240000107815-25-000149

Open on EDGAR

  1. Compensation Discussion and Analysis P-44

    Compensation Discussion and Analysis P-44 Executive Summary P-44 Components of Our Executive Compensation Program P-46 Determination of Market Median P-48 Annual Base Salary P-48 Annual Cash Incentive Compensation P-48 Long-Term Incentive Compensation P-52 Compensation Recoupment Policy P-57 Stock Ownership Guidelines P-57 Prohibition on Hedging and Pledging P-57 Limited Trading Windows P-57 Retirement Programs P-57 Other Benefits, Including Perquisites P-58 Tax Gross-Up Policy P-58 Severance Benefits and Change in Control P-58 Impact of Prior Compensation P-58 Tax and Accounting Considerations P-58 Compensation Committee Report P-59

  2. The Director Nominees at a Glance

    The Director Nominees at a Glance The following table provides an overview of the director nominees, current as of January 16, 2025. Other than Warner L. Baxter and John D. Lange, who were elected by the Board and began service on January 1, 2025, all of the director nominees were elected at the 2024 Annual Meeting of Stockholders. Additional information regarding our director nominees, including a detailed skills matrix, begins on P-14. See P-14 for diversity characteristics self-identified by each director.

  3. The Director Nominees at a Glance

    | WEC Energy Group | P-11 | 2025 Proxy Statement |

  4. The Director Nominees at a Glance

    | PROPOSAL 1: ELECTION OF DIRECTORS – TERMS EXPIRING IN 2026 | | | What am I voting on? Stockholders are being asked to elect 13 director nominees each for a one-year term. | Voting Recommendation: ü FOR the election of each Director Nominee. The Board of Directors and Corporate Governance Committee believe the 13 director nominees possess the experience and qualifications necessary to provide effective oversight of the Company and the long-term interests of its stockholders. |

  5. The Director Nominees at a Glance

    WEC Energy Group’s bylaws require each director to be elected annually to hold office for a one-year term. Acting on the recommendation of the Corporate Governance Committee, the Board is recommending the following 13 nominees for election as directors at our annual meeting. Each nominee, if elected, will serve until the 2026 Annual Meeting of Stockholders, or until a successor is duly elected and qualified.

  6. The Director Nominees at a Glance

    | 1. Warner L. Baxter | 6. Maria C. Green | 10. Scott J. Lauber | | 2. Ave M. Bie | 7. Gale E. Klappa | 11. Ulice Payne, Jr. | | 3. Danny L. Cunningham | 8. Thomas K. Lane | 12. Mary Ellen Stanek | | 4. William M. Farrow III | 9. John D. Lange | 13. Glen E. Tellock | | 5. Cristina A. Garcia-Thomas | | |

  7. The Director Nominees at a Glance

    •All director nominees currently serve as directors on our Board. All nominees, with the exception of Directors Baxter and Lange, were elected by our stockholders at our 2024 Annual Meeting of Stockholders, each having received at least 93.6% of the votes cast. •All director nominees are independent with the exception of Directors Klappa and Lauber. Director Klappa, who transitioned to Non-Executive Chairman in May 2024, is not independent due to his prior employment with WEC Energy Group. Director Lauber is not independent due to his current employment with WEC Energy Group. •Each nominee has consented to being nominated and to serve if elected. In the unlikely event that any nominee becomes unable to serve for any reason, the proxies will be voted for a substitute nominee selected by the Board upon the recommendation of the Corporate Governance Committee. •This is an uncontested election; therefore, our majority vote standard for election of directors will apply. Under this standard, each director nominee will be elected only if the number of votes cast favoring such nominee’s election exceeds the number of votes cast opposing that nominee’s election, as long as a quorum is present. Therefore, presuming a quorum is present, shares not voted, whether by broker non-vote, abstention, or otherwise, have no effect on the election of directors. Proxies may not be voted for more than 13 persons in the election of directors. •Director Culver reached retirement age in 2024, and therefore, is not serving as a nominee. Mr. Culver's responsibilities as Finance Committee Chair will transition to another independent director in May 2025. The Company sincerely thanks Mr. Culver for his many contributions, leadership and years of dedicated service. •To ensure seamless and orderly Board succession following Director Culver’s retirement and to bolster the Board’s collective capabilities, the Board elected two new members effective January 1, 2025, Directors Baxter and Lange. The process through which the Board arrived at these director nominees is the result of the Board’s regular assessment of its composition and its focused attention to ongoing succession planning, as described in the following pages.

  8. The Director Nominees at a Glance

    | WEC Energy Group | P-12 | 2025 Proxy Statement |

  9. 2025 DIRECTOR NOMINEES FOR ELECTION

    2025 DIRECTOR NOMINEES FOR ELECTION The following 13 individuals have been nominated for election to the Board of Directors at the 2025 Annual Meeting of Stockholders. Biographical information for each director nominee is set forth below. Ages are as of January 16, 2025, the date each person was designated as a nominee of the Board for election at the Meeting.

  10. 2025 DIRECTOR NOMINEES FOR ELECTION

    | Warner L. Baxter | Independent |

  11. 2025 DIRECTOR NOMINEES FOR ELECTION

    | | Age: 63 Director Since: 2025 Board Committee: Audit and Oversight |

  12. Professional Experience

    Professional Experience Ameren Corporation - Retired Executive Chairman, 2022 to 2023; Chairman, President and CEO from 2014 to 2021. Ameren is a Fortune 500 energy company serving approximately 2.5 million electric and 1 million natural gas customers in Illinois and Missouri.

  13. Other Public Directorships

    Other Public Directorships U.S. Bancorp since 2015, Audit Committee Chair since 2023 Quanta Services, Inc. since May 2024.

  14. Director Qualifications

    Director Qualifications Director Baxter brings to our Board of Directors extensive experience as a senior executive and director of a large investor owned public utility holding company with electric and natural gas utilities. He also held significant leadership roles in Ameren's electric and gas utilities, as well as in the electric and gas utility industry, including chair of both the Edison Electric Institute and Electric Power Research Institute. Director Baxter has other public company board of director experience at two Fortune 500 companies, U.S.Bancorp and Quanta Services, Inc. and currently serves as chair of the Audit Committee at U.S.Bancorp. Director Baxter’s leadership roles and experience will provide WEC Energy Group and its board of directors with valuable industry-based insights, in the case of risk management, operations, and strategic planning skills, legislative and regulatory matters, corporate governance, environmental matters, accounting and financial reporting, investor relations, human capital management and compensation.

  15. Director Qualifications

    | Ave M. Bie | Independent |

  16. Director Qualifications

    | | Age: 67 Director Since: 2023 Board Committee: Audit and Oversight |

  17. Professional Experience

    Professional Experience Quarles & Brady LLP - Retired Partner, 2005 to 2022. Quarles is a law firm serving a diverse list of domestic and international clients of all sizes, in both large industrial sectors and small entrepreneurial settings.

  18. Other Public Directorships

    Other Public Directorships None A retired business law, utilities and energy attorney who spent her legal career counseling utilities and independent power producers, Director Bie brings to our Board of Directors extensive industry experience across all aspects of the utility industry, from government relations and permitting to counseling on infrastructure and long-range planning. At the time of her retirement in 2022, she was a partner at Quarles, where, for over 20 years she focused on developing regulatory strategies to address critical infrastructure and renewable portfolio standards. While at Quarles, she developed the firm’s corporate and social responsibility initiatives, leading the firm's efforts for five years. Prior to joining Quarles, Director Bie served for seven years as the Chair of the Public Service Commission of Wisconsin, addressing both transmission and generation infrastructure issues, including the review and approval of utility projects. The Board also greatly benefits from the insights Director Bie has gained as a member of (and past Chair and Vice Chair) of the board of the New York Independent System Operator, which operates the New York state bulk electricity grid and administers competitive wholesale markets, conducts comprehensive long-term planning and advances the technological and security infrastructure of the electric system serving New York. As a member of our Audit and Oversight Committee, Director Bie applies these experiences, along with her 25+ years of leadership roles in utility and regulatory trade groups, to the committee’s risk oversight responsibilities, including those matters pertaining to legal and regulatory risks and compliance, as well as data privacy and cybersecurity.

  19. Other Public Directorships

    | WEC Energy Group | P-18 | 2025 Proxy Statement |

  20. Other Public Directorships

    | Danny L. Cunningham | Independent |

  21. Other Public Directorships

    | | Age: 69 Director Since: 2018 Board Committees: Audit and Oversight (Chair); Executive |

  22. Other Public Directorships

    Deloitte & Touche LLP - Retired Partner and Chief Risk Officer. Served as Partner, 2002 to 2015, and as Chief Risk Officer, 2012 to January 2016. Deloitte & Touche is an industry-leading audit, consulting, tax, and advisory firm.

  23. Other Public Directorships

    Other Public Directorships Director of Enerpac Tool Group Corp. since 2016.

  24. Director Qualifications

    Director Qualifications Director Cunningham brings to our Board of Directors more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing and financial services, as well as a deep understanding of the business, economic, compliance, and regulatory environment in which the Company and many of its major customers operate. Director Cunningham applies his strong expertise in financial reporting, accounting, internal controls, and audit functions to his responsibilities as WEC Energy Group’s Audit and Oversight Committee Chair. This experience also contributes great value to the Board as it fulfills its responsibility for oversight of the Company's accurate preparation of financial statements and disclosures, and compliance with legal and regulatory requirements. Having served as chief risk officer at Deloitte & Touche, Director Cunningham gained insights into the complexities of risk management, and applies this expertise in assessing the effectiveness of the Company's practices and policies to mitigate enterprise-wide risks. Director Cunningham’s multi-national experience brings the added diversity of a global perspective to the Board as it evaluates its strategic objectives.

  25. Director Qualifications

    | William M. Farrow III | Independent |

  26. Director Qualifications

    | | Age: 69 Director Since: 2018 Board Committees: Compensation; Corporate Governance (Chair); Executive |

  27. Professional Experience

    Professional Experience Winston and Wolfe, LLC - Retired Chairman and Chief Executive Officer, 2010 to 2023. Winston and Wolfe was a privately held technology development and advisory company.

  28. Other Public Directorships

    Other Public Directorships Director of CBOE Global Markets Inc. since 2016; Lead Director May 2023 to September 2023 and Non-Executive Chairman since September 2023. Director of Echo Global Logistics Inc., May 2017 to November 2021. In serving as Chair of the Corporate Governance Committee, Director Farrow brings to our Board of Directors over 40 years of senior leadership experience in managing business operations, technology development, enterprise risk, and strategy. His extensive professional experience in the highly regulated banking and financial markets, accompanied by knowledge acquired from his service on the boards of CBOE Global Markets and the Federal Reserve Bank of Chicago, enable him to add significant value to our Board’s oversight of the Company’s financial management strategy. His firsthand experience and perspectives in addressing advances in information technology, coupled with the experience he has gained serving as the non-executive chairman for CBOE Global Markets, is particularly valuable to the Board as WEC Energy Group companies address complex risks, including those associated with protecting operating systems and assets against physical and cyber threats. Having spent his career in Chicago, Director Farrow is able to provide the Board with economic, social, and public policy insight to conducting business in Chicago, which is further enhanced by the strong relationships he has developed with key leaders while serving on the boards of several highly visible Chicago-area private, not-for-profit and community organizations.

  29. Other Public Directorships

    | WEC Energy Group | P-19 | 2025 Proxy Statement |

  30. Other Public Directorships

    | Cristina A. Garcia-Thomas | Independent |

  31. Other Public Directorships

    | | Age: 55 Director Since: 2021 Board Committee: Corporate Governance |

  32. Other Public Directorships

    Advocate Health (formerly Advocate Aurora Health) - Senior Vice President and Chief Diversity, Equity and Inclusion Officer, December 2022 to August 2024; Chief External Affairs Officer, April 2018 to December 2022. Advocate Health, the fifth-largest non-profit integrated health system in the nation, operates across Alabama, Georgia, Illinois, North Carolina, South Carolina and Wisconsin. Advocate National Center for Health Equity, President, December 2022 to August 2024. Advocate National Center for Health Equity is a non-profit center innovating strategies for equitable health and health care for all.

  33. Other Public Directorships

    Other Public Directorships None

  34. Director Qualifications

    Director Qualifications Director Garcia-Thomas brings to our Board of Directors significant leadership experience, particularly in the areas of customer and community relations, and human capital management. A former executive of Advocate Health, the largest employer in the Milwaukee region, she successfully addressed complex business issues in a highly regulated environment. As the Chief External Affairs Officer from 2018 to December 2022, Director Garcia-Thomas was responsible for shaping the overall experience for patients, employees and community partners. She held oversight responsibility for diversity, equity and inclusion, community relations, community health, community programs and the charitable foundation, through which she utilized and expanded her deep understanding of public policy, social priorities and challenges, and corporate governance. Through her executive and civic leadership, Director Garcia-Thomas has established a strong network in the Company’s Wisconsin and Illinois service areas, giving her keen insights into the needs of our customers. She contributes her experience in these areas to her service on our Corporate Governance Committee, and to the Board’s oversight responsibilities and strategic discussions on sustainable value creation, customer care and human capital management.

  35. Director Qualifications

    | Maria C. Green | Independent |

  36. Director Qualifications

    | | Age: 72 Director Since: 2019 Board Committees: Audit and Oversight; Finance |

  37. Professional Experience

    Professional Experience Ingersoll Rand plc - Retired Senior Vice President and General Counsel, 2015 to June 2019. Ingersoll Rand is a diversified industrial manufacturer with market-leading brands serving customers in global commercial, industrial and residential markets.

  38. Other Public Directorships

    Other Public Directorships Director of Tennant Co. since 2019. Director of Littelfuse Inc. since 2020. Director of Fathom Digital Manufacturing Corporation from 2021 to June 2024 (no longer publicly traded as of June 3, 2024). Director Green brings to our Board of Directors senior leadership experience accumulated during her 35-year career in law and business, including extensive public company experience in strategic planning, acquisitions, enterprise risk management and shareholder relations, from which she provides valuable insights in her service as a member of both our Finance and Audit and Oversight Committees. Director Green has substantial experience with respect to corporate sustainability matters, including oversight responsibility for environmental compliance and corporate responsibility reporting, as well as engagement with investors on these matters. Having served in the role of corporate secretary for several public companies, Director Green’s deep corporate governance experience is of tremendous value to our Board as it carries out its evolving oversight responsibilities. Director Green also contributes valuable insights into the economic, educational and social matters impacting the greater Chicago community, where the Company has two utility subsidiaries. In particular, these insights come from having served for 18 years at Illinois Tool Works, a Fortune 200 global diversified manufacturing company headquartered in the northern suburbs of Chicago, and as a member (and past chairman) of the Chicago Urban League executive committee.

  39. Other Public Directorships

    | WEC Energy Group | P-20 | 2025 Proxy Statement |

  40. Other Public Directorships

    | Gale E. Klappa | Non-Executive Chairman |

  41. Other Public Directorships

    | | Age: 74 Director Since: 2003 Board Committee: Executive (Chair) |

  42. Other Public Directorships

    WEC Energy Group, Inc. Director since 2003; Non-Executive Chairman of the Board since May 2024, and May 2016 to October 2017. Executive Chairman, February 2019 to May 2024; Chairman of the Board and CEO, 2004 to May 2016 and October 2017 to February 2019; President, 2003 to August 2013. Wisconsin Electric Power Company (wholly owned subsidiary of WEC Energy Group) Director from 2003 to May 2016 and January 2018 to May 2024; Chairman of the Board, 2004 to May 2016, and January 2018 to February 2019; CEO, 2003 to May 2016, and January 2018 to February 2019; President, 2003 to June 2015. Chairman Klappa formerly served as a director of several other major subsidiaries of WEC Energy Group.

  43. Other Public Directorships

    Other Public Directorships Director of Associated Banc-Corp since 2016. Director of Badger Meter, Inc. 2010 to April 2023.

  44. Director Qualifications

    Director Qualifications Chairman Klappa has more than 45 years of experience working in the public utility industry, including more than 30 at a senior executive level. Director Klappa transitioned from Executive Chairman to Non-Executive Chairman of the Board following the Company's Annual Meeting of Stockholders in May 2024. He first retired as the Company's CEO in May 2016, at which time he assumed the role of Non-Executive Chairman of the Board. Chairman Klappa again served as the Company's CEO between October 2017 and February 2019. Prior to joining the Company in 2003, Chairman Klappa served in various executive leadership roles at The Southern Company, a public utility holding company headquartered in the southeastern United States. Under his leadership, WEC Energy Group successfully completed its 2015 acquisition of Integrys Energy Group, which nearly doubled the employee and customer population, and increased the Company’s geographic footprint to four states. With his extensive experience in the business operations and C-suite leadership of publicly regulated utilities, his service as a board member for several other public companies, and his contributions to significant economic development initiatives in southeastern Wisconsin, Chairman Klappa has led our Board with a deep understanding of the financial, operational, and investment decisions and public policy issues facing large public companies. His deep knowledge of the Company’s industry, customers, stockholders, and management team is of great value to our Board.

  45. Director Qualifications

    | Thomas K. Lane | Independent Lead Director |

  46. Director Qualifications

    | | Age: 68 Director Since: 2020 Board Committees: Audit and Oversight; Compensation; Executive |

  47. Professional Experience

    Professional Experience Energy Capital Partners LLC - Vice Chairman since 2017; Partner, 2005 to 2017. Energy Capital Partners is a private equity firm that focuses on investing in power generation, midstream gas, electric transmission and energy and environmental services sectors of North America's energy infrastructure.

  48. Other Public Directorships

    Other Public Directorships Director of Summit Midstream Partners, LP, 2009 to May 2020. Director of USD Partners, LP, 2014 to April 2020. In serving as WEC Energy Group's Independent Lead Director, Director Lane brings to our Board of Directors more than 30 years of broad financial experience focused within the energy sector, which provides him with a deep understanding of the complexities inherent to delivering strong financial performance in a regulated industry. His experience in this area includes 17 years in the Investment Banking Division at Goldman Sachs where he held senior-level coverage responsibility for electric and gas utilities, independent power companies and midstream energy companies throughout the United States. Director Lane has significant experience in assessing the individual components of a company’s financial performance and how it relates to a company’s compensation program, experience he gained over the course of his career, which has been focused within the energy sector, and which is very valuable to his service as a member of our Compensation Committee. Since 2017, Director Lane has served as Vice Chairman of Energy Capital Partners, following 12 years as a partner of the firm. During this tenure, he was responsible for establishing and executing the firm’s investment strategies, which included projects encompassing power generation and renewables, as well as midstream and environmental infrastructure. This experience enables him to add significant value to the Board’s oversight of the Company’s long-term growth strategy, as does his substantial experience planning and executing merger and acquisition strategies. Having testified before the House Energy Subcommittee on energy-related matters, Director Lane also brings to our Board an understanding of the formulation of energy policy at the federal government level. His strong financial reporting experience within a regulated industry, combined with his broad understanding of the risks facing the utility sector, provide tremendous value in his service as a member of our Audit and Oversight Committee.

  49. Other Public Directorships

    | WEC Energy Group | P-21 | 2025 Proxy Statement |

  50. Other Public Directorships

    | John D. Lange | Independent |

  51. Other Public Directorships

    | | Age: 58 Director Since: 2025 Board Committee: Finance |

  52. Other Public Directorships

    Barclays PLC - Retired global head of the Power, Utilities and Renewable Energy Group, the Natural Resources Group, and of the Industrials Group.

  53. Other Public Directorships

    Other Public Directorships None

  54. Director Qualifications

    Director Qualifications Having spent 28 years in investment banking, Director Lange brings to our Board of Directors strong experience from working primarily with clients in the utility, energy, renewables and industrials segments. Prior to his retirement from Barclays in 2024, Director Lange advised his clients how to successfully navigate industry, market, financial, technological and regulatory challenges through strategic positioning, mergers and acquisitions, investor positioning, financial management and equity, debt and structured financings in the public and private markets. Over the years, Mr. Lange demonstrated his leadership expertise as the global head of the Power, Utilities and Renewable Energy Group, of the Natural Resources Group, and of the Industrials Group. Director Lange spent considerable time working on energy and industrial transformation to a lower carbon economy, which included analysis of new energy technologies, raising capital for new energy technology companies, advising clients on investor positioning, helping identify opportunities and challenges associated with the energy transition and devising action plans to better position companies to maximize shareholder value. He also served as a key contributor to energy and utility industry-wide advisory bodies, having been a member of the Electric Power Research Institute’s Advisory Council and co-chair of the Wall Street Advisory Group for the Edison Electric Institute. Director Lange contributes significant financial and energy industry experience to our board as a member of the Finance Committee.

  55. Director Qualifications

    | Scott J. Lauber | President and CEO |

  56. Director Qualifications

    | | Age: 59 Director Since: 2022 Board Committee: None |

  57. Professional Experience

    Professional Experience WEC Energy Group - President and CEO since February 2022; Senior Executive Vice President and Chief Operating Officer from June 2020 to January 2022; Senior Executive Vice President and CFO from October 2019 to June 2020; Senior Executive Vice President, CFO and Treasurer from February 2019 to October 2019; Executive Vice President, CFO and Treasurer from October 2018 to February 2019; Executive Vice President and CFO from April 2016 to October 2018. Wisconsin Electric Power Company (wholly owned subsidiary of WEC Energy Group) Chairman of the Board and CEO since February 2022; President from January 2022 to March 2024; Executive Vice President from April 2016 to January 2022; CFO April 2016 to January 2020. Director of Wisconsin Electric Power Company since April 2016. Director Lauber also serves as an executive officer and/or director of several other major subsidiaries of WEC Energy Group.

  58. Other Public Directorships

    Other Public Directorships None Director Lauber has almost 35 years of experience working at WEC Energy Group and/or its subsidiaries and has held senior leadership levels for the past 13 years. A certified public accountant, Director Lauber first joined the Company in 1990 and held positions of increasing responsibility in the areas of financial planning and management, accounting, and internal controls. In April 2016, he was named Executive Vice President and Chief Financial Officer for WEC Energy Group, and added the Treasurer responsibilities in October 2018. From there, he advanced through multiple executive leadership positions, including as Executive Vice President and Chief Operating Officer, a position that included oversight responsibility for Information Technology, Enterprise Risk Management, Major Projects, Power Generation, Supply Chain, Supplier Diversity, and WEC Infrastructure and Fuels. Effective February 2022, Director Lauber was named President and Chief Executive Officer of WEC Energy Group and appointed to the Board of Directors.Serving as Chief Executive Officer of WEC Energy Group’s major utilities in Wisconsin and Illinois, and President of its Michigan and Minnesota utilities, Director Lauber is directly responsible for business operations in those jurisdictions. With his deep expertise in financial and investment matters, in addition to his extensive knowledge and experience in the broad scope of the Company's business operations critical to its continuing success as a leading Midwest public utility holding company, Director Lauber contributes substantive insight into the Company’s strategies, objectives, risks and opportunities.

  59. Other Public Directorships

    | WEC Energy Group | P-22 | 2025 Proxy Statement |

  60. Other Public Directorships

    | Ulice Payne, Jr. | Independent |

  61. Other Public Directorships

    | | Age: 69 Director Since: 2003 Board Committees: Compensation (Chair); Executive; Finance |

  62. Other Public Directorships

    Addison-Clifton, LLC - Managing Member since 2004. Addison-Clifton provides global trade compliance advisory services.

  63. Other Public Directorships

    Other Public Directorships Director of Foot Locker, Inc. since 2016. Director of Manpower Group since 2007.

  64. Director Qualifications

    Director Qualifications Director Payne brings to our Board of Directors strong senior leadership and public service experience within the greater Milwaukee community and State of Wisconsin, having previously served in roles that included the Securities Commissioner for the State of Wisconsin, managing partner of the Milwaukee office of the law firm Foley & Lardner LLP, and president and CEO of the Milwaukee Brewers Baseball Club, Inc. In addition, Director Payne is involved in numerous Milwaukee-area non-profit entities, making him well-positioned to provide the Board with perspective on the economic and social issues affecting the greater Milwaukee area, as well as a broad spectrum of the Company's customers. As founder and President of Addison-Clifton, LLC, which provides global trade compliance consulting, Director Payne understands the importance of providing clients with exceptional customer service, a focus that is critical to the execution of WEC Energy Group's strategic initiatives. Director Payne applies his senior leadership, governance and risk management capabilities, and significant managerial, operational, financial and global experiences to his role as chair of our Compensation Committee and as a member of our Finance Committee.

  65. Director Qualifications

    | Mary Ellen Stanek | Independent |

  66. Director Qualifications

    | | Age: 68 Director Since: 2012 Board Committee: Finance |

  67. Professional Experience

    Professional Experience Baird Financial Group - Managing Director and Director of Asset Management since 2000. Baird Financial Group provides wealth management, capital markets, private equity, and asset management services to clients worldwide. Baird Advisors - Chief Investment Officer - Emeritus since January 2025.Co-Chief Investment Officer from 2022 to January 2025; Chief Investment Officer from 2000 to 2022. Baird Advisors is an institutional fixed income investment advisor. Baird Funds, Inc. - President since 2000 and member of the Board of Directors (effective May 1, 2025). Baird Funds is a publicly registered investment company.

  68. Other Public Directorships

    Other Public Directorships Trustee of The Northwestern Mutual Life Insurance Company 2009 to June 2023. Director Stanek, who is a Chartered Financial Analyst, brings to our Board of Directors extensive financial and investment strategy expertise, resulting from over 40 years of investment management experience. As Managing Director and Director of Asset Management of Baird Financial Group, a position she has held since 2000, Director Stanek's expertise in fixed income investments provides our Board and management with invaluable financial strategy insight relative to WEC Energy Group and its subsidiaries, which customarily issue debt securities as a means of raising capital. As a member of the WEC Energy Group Finance Committee, she also offers valuable perspective on insurance risk matters, having served for 15 years as a director of West Bend Mutual Insurance Company. In addition to her recognition as a prominent business leader in Milwaukee's financial community, Director Stanek has dedicated significant time to serving on the boards of a large number of Milwaukee-area non-profit organizations, through which she has developed strong relationships with key community leaders and stakeholders. From these experiences, she brings our Board insightful perspectives on issues impacting the culture and viability of today’s workforce, as well as a deep understanding of corporate governance matters.

  69. Other Public Directorships

    | WEC Energy Group | P-23 | 2025 Proxy Statement |

  70. Other Public Directorships

    | Glen E. Tellock | Independent |

  71. Other Public Directorships

    | | Age: 63 Director Since: 2022 Board Committee: Audit and Oversight |

  72. Other Public Directorships

    Lakeside Foods Inc. - Retired President and Chief Executive Officer, May 2016 to June 2021. Lakeside Foods is a privately held, industry-leading international food processing company based in Wisconsin.

  73. Other Public Directorships

    Other Public Directorships Director of Astec Industries, Inc., 2006 to July 2023. Director of Badger Meter, Inc. since 2017. Director of Nicolet Bankshares, Inc. since May 2023.

  74. Board of Directors

    Board of Directors While the Board delegates specified duties to its committees, the Board retains collective responsibility for comprehensive risk oversight, including short- and long-term critical risks that could significantly impact the Company. The Board believes that certain matters should be contemplated by the diverse perspective of its full membership. This includes oversight of risks that have the potential to result in significant financial or reputational consequences that could impact the Company’s brand, limit its sustainability or jeopardize its value to stockholders. As part of the Board’s approach to risk oversight and management, the Chief Executive Officer provides reports to the Board at each Board meeting and routinely calls upon members of the management team to provide detailed reports to the Board in their respective areas of responsibility, including matters of enterprise risk.

  75. Risk Oversight Responsibilities

    | Board Oversight | | | | | •Short- and long-term strategy and strategic initiatives •Risk management processes •Leadership succession planning •Code of Business Conduct | | •Mergers and acquisitions •Corporate sustainability matters, including climate and emissions-reduction strategies •Regular reporting from Board committees on specific risk oversight responsibilities | | | Committees | | | | | Audit and Oversight | Compensation | Corporate Governance | Finance | | •External auditor independence •Ethics and compliance program •Financial reporting •Oversight of Internal Audit Function •Retention of outside auditors and evaluation of auditors' qualifications •Legal and regulatory risks and compliance, including: •Data privacy and security, including cyber, physical and operating technology •Electric reliability standards •Environmental matters •Government relations, including political spending and lobbying •Litigation | •Compensation practices and programs, including any risks associated therewith •CEO performance •Executive succession planning •Human capital management and development | •Board performance •Board succession planning •Director independence •Governance structure and practices | •Capital allocation •Capital structure and financings •Employee retirement and benefit plan assets •Insurance and other financial risk management programs | | Management Responsibilities | | | | | •Design and operate enterprise risk management program, including risk identification, assessment and prioritization •Conduct regular, executive-level committee review of key risk areas with updates to Board •Engage with Board and committee chairs on areas of assigned risk oversight | | | |

  76. Annual Performance Evaluations

    Annual Performance Evaluations

  77. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Consistent with its charter, the Compensation Committee seeks to maintain a competitive director compensation program that enables the Company to attract and retain key individuals and to motivate them to help the Company achieve its short- and long-term goals. As such, the Committee is responsible for reviewing key market-based trends in director compensation and benefits packages and for recommending changes to the Board, as appropriate, that will attract and retain quality directors. The Committee’s charter authorizes it to engage consultants or advisors in connection with its review and analysis of director compensation. The Compensation Committee used FW Cook for this purpose during 2024. Directors who are also employees of the Company do not receive additional compensation for service as a director.

  78. 2024 Compensation of the Board of Directors

    2024 Compensation of the Board of Directors The table on the next page describes the components of the non-management director compensation program during 2024. In December 2023, the Compensation Committee completed its annual review of director compensation and determined that, based upon research provided by FW Cook, total non-management director compensation delivered in a combination of cash-based retainers and equity awards was below market median. The Compensation Committee recommended, and the Board approved, an increase of $20,000 in total annual non-management director compensation to be delivered as $10,000 in cash-based retainers and $10,000 in equity. As a result, the annual cash-based retainer was raised from $110,000 to $120,000 and the value of the annual restricted stock equity award was increased from $150,000 to $160,000, effective January 1, 2024. The Compensation Committee concluded that it was appropriate for the lead director and all committee chair fees to remain unchanged from 2023 levels. In January 2024, the Compensation Committee completed its review of compensation associated with Mr. Klappa’s planned transition from serving as the Executive Chairman to the role of Non-Executive Chairman, following completion of the Company’s annual meeting in May 2024. Consistent with recommendations from FW Cook, the Committee recommended, and the Board approved, that in this role, Mr. Klappa would be entitled to receive director compensation consistent with that provided to non-management directors, namely an annual retainer fee of $120,000 and an annual restricted stock award equal to a value of $160,000. In recognition of his service as Non-Executive Chairman of the Board, and the additional duties that entails, the Committee determined Mr. Klappa would receive an additional annual retainer fee of $187,500. Mr. Klappa’s retainer fees were prorated for 2024 and he did not receive any restricted stock in 2024 in connection with his service as Non-Executive Chairman.

  79. 2024 Compensation of the Board of Directors

    | Compensation Element | 2024 Non-Management Director Compensation Program* | | Annual Cash Retainer Fee | $120,000 paid in $30,000 quarterly increments | | Annual Non-Executive Chairman Retainer Fee | $187,500 paid in $46,875 quarterly increments | | Annual Independent Lead Director Retainer Fee | $30,000 paid in $7,500 quarterly increments | | Annual Equity Retainer | $160,000 in restricted stock, which vests one year from grant date | | Annual Committee Chair Fees | | | Audit and Oversight | $20,000 paid in $5,000 quarterly increments | | Compensation | $20,000 paid in $5,000 quarterly increments | | Corporate Governance | $15,000 paid in $3,750 quarterly increments | | Finance | $15,000 paid in $3,750 quarterly increments | | Board and Committee Meeting Fees | None | | Stock Ownership Guideline | Ownership of common stock or deferred stock units that have a value equal to five times the annual cash retainer for non-management directors to be satisfied within five years of joining the Board |

  80. Director Compensation Table

    Director Compensation Table The following table summarizes the total compensation received during 2024 by each director serving as a non-management director of WEC Energy Group at any time in 2024.

  81. Director Compensation Table

    | Name | Fees Earned or Paid In Cash | (1) Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Ave M. Bie | 120,000 | 160,000 | — | — | — | — | 280,000 | | Curt S. Culver | 135,000 | 160,000 | — | — | — | 23,374 | 318,374 | | Danny L. Cunningham | 140,000 | 160,000 | — | — | — | — | 300,000 | | William M. Farrow III | 135,000 | 160,000 | — | — | — | — | 295,000 | | Cristina A. Garcia-Thomas | 120,000 | 160,000 | — | — | — | — | 280,000 | | Maria C. Green | 120,000 | 160,000 | — | — | — | — | 280,000 | | Gale E. Klappa (2) | — | — | — | — | — | — | — | | Thomas K. Lane | 150,000 | 160,000 | — | — | — | — | 310,000 | | Ulice Payne, Jr. | 140,000 | 160,000 | — | — | — | 21,618 | 321,618 | | Mary Ellen Stanek | 120,000 | 160,000 | — | — | — | — | 280,000 | | Glen E. Tellock | 120,000 | 160,000 | — | — | — | — | 280,000 |

  82. Director Compensation Table

    (1) Each director, with the exception of Mr. Klappa, held 1,954 shares of restricted stock as of the close of business on December 31, 2024. (2) Mr. Klappa was Executive Chairman of WEC Energy Group until May 9, 2024, and is identified as a Named Executive Officer for 2024. All of Mr. Klappa's compensation he received as a director is reported in the Summary Compensation Table on page P-60.

  83. Stock Awards

    Stock Awards On January 2, 2024, each then current non-management director received his or her 2024 annual equity retainer in the form of restricted stock equal to a value of $160,000. The amounts reported in the Stock Awards column include the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, excluding estimated forfeitures, of the restricted stock awarded. Each reported restricted stock award vests in full one year from the grant date.

  84. Long-Term Stockholder Returns

    Long-Term Stockholder Returns Over the past decade, WEC Energy Group has consistently delivered among the best total returns in the industry.

  85. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM We have three primary elements of total direct compensation: (1) base salary; (2) annual incentive awards; and (3) long-term incentive awards consisting of a mix of performance units, stock options, and restricted stock. The Compensation Committee again retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant to advise the Compensation Committee with respect to our executive compensation program. The Compensation Committee generally relied upon the recommendations of FW Cook in its development of the 2024 program. As shown in the charts below, 88% of Mr. Lauber's 2024 total direct compensation and an average of 84% of the other NEOs’ 2024 total direct compensation was tied to Company performance and was not guaranteed. In addition to the components of total direct compensation identified above, our retirement programs are another important component of our compensation program. This Compensation Discussion and Analysis contains a more detailed discussion of each of the above components for 2024, including FW Cook’s recommendations with respect to each component.

  86. Competitive Benchmarking

    Competitive Benchmarking As a general matter, we believe the labor market for WEC Energy Group executive officers is consistent with that of general industry. Although we recognize our business is focused on the energy services industry, our goal is to have an executive compensation program that will allow us to be competitive in recruiting the most qualified candidates to serve as executive officers of the Company, including individuals who may be employed outside of the energy services industry. Further, in order to retain top performing executive officers, we believe our compensation practices must be competitive with those of general industry. To confirm that our annual executive compensation is competitive with the market, FW Cook reviewed general industry executive compensation survey data obtained from WTW and Aon Radford. FW Cook also analyzed the compensation data from a peer group of 20 companies similar to WEC Energy Group in size and business model. The methodology used by FW Cook to determine the peer group of companies is described below. FW Cook started with U.S. companies in the Standard & Poor’s database, and then limited those companies to the same line of business as WEC Energy Group as indicated by the Global Industry Classification Standards. This list of companies was then further limited to companies with revenues between $3.2 billion and $28.7 billion (approximately one-third to three times the size of WEC Energy Group’s revenues), and that were within a reasonable size range in various other measures such as operating income, total assets, total employees, and market capitalization. From this list, FW Cook selected companies similar in overall size to WEC Energy Group with consideration given to companies that met one or more of the following criteria: •Diversified, technically sophisticated utility operations (e.g., multiple utilities, electric utilities); and •Minimal non-regulated business. These criteria resulted in a comparison group of 20 companies with median revenues and market capitalization of approximately $13.2 billion and $21.8 billion, respectively. The comparison group utilized for purposes of 2024 compensation includes the same 19 companies as the previous year’s comparison group, along with the addition of Exelon Corporation to complete the group of 20 companies. The companies in the comparison group are listed below.

  87. Competitive Benchmarking

    | • Alliant Energy Corporation | • Consolidated Edison, Inc. | • Evergy, Inc. | • PG&E Corporation | | • Ameren Corporation | • Dominion Energy, Inc. | • Eversource Energy | • PPL Corp. | | • American Electric Power Company | • DTE Energy Co. | • Exelon Corporation | • Pinnacle West Capital Corp. | | • CenterPoint Energy | • Edison International | • FirstEnergy Corp. | • The Southern Company | | • CMS Energy Corporation | • Entergy Inc. | • NiSource Inc. | • Xcel Energy Inc. |

  88. Competitive Benchmarking

    The Compensation Committee approved this comparison group.

  89. Competitive Benchmarking

    | WEC Energy Group | P-47 | 2025 Proxy Statement |

  90. ANNUAL CASH INCENTIVE COMPENSATION

    ANNUAL CASH INCENTIVE COMPENSATION We provide annual cash incentive compensation through our Short-Term Performance Plan (“STPP”). The STPP provides for annual cash awards to our executive officers and other key employees based upon the achievement of pre-established stockholder-, customer- and employee-focused objectives. All payments under the STPP are at risk. Payments are made only if performance goals are achieved, and awards may be less or greater than targeted amounts based upon actual performance. Payments under the STPP are intended to reward achievement of short-term goals that contribute to stockholder and customer value, as well as individual contributions to successful operations. 2024 Target Awards. Each year, the Compensation Committee approves a target level of compensation under the STPP for each of our NEOs. This target level of compensation is expressed as a percentage of base salary.

  91. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-48 | 2025 Proxy Statement |

  92. ANNUAL CASH INCENTIVE COMPENSATION

    The year-end 2024 target awards for each NEO are set forth in the chart below.

  93. ANNUAL CASH INCENTIVE COMPENSATION

    | Executive Officer | Target STPP Award as a Percentage of Annual Base Salary | | Mr. Lauber | 140% | | Ms. Liu | 85% | | Mr. Klappa | 140% | | Ms. Kelsey | 75% | | Mr. Hooper | 80% | | Mr. Garvin | 75% |

  94. ANNUAL CASH INCENTIVE COMPENSATION

    Mr. Klappa's target award is prorated to the date of his transition to Non-Executive Chairman of the Board, May 9, 2024. Mr. Hooper's target award is prorated to his April 1, 2024 start date. The Compensation Committee increased the 2024 target awards for Ms. Liu and Mr. Garvin by 5% from the 2023 target award levels in order to more closely align with the market data and overall job responsibilities of each officer. The target award levels of each NEO reflect median incentive compensation practices as indicated by the market data. For 2024, the possible payout for any NEO ranged from 0% of the target award to 210% of the target award, based upon Company performance. Supporting Business Fundamentals and Environmental, Social and Governance Commitments. The financial, operational and social goals established under the STPP are linked to key objectives that support the Company’s sustainability. Delivering a cleaner energy future is one of the fundamentals of our business and a major focus of the Company’s capital plan. The Compensation Committee assesses management’s performance in achieving long-term strategic sustainability goals through the execution of the Company’s capital spending plan. Our ability to effectively fund the capital plan, as was done in 2024 with a mix of debt, hybrid securities, convertible debt securities, and common stock, has been directly linked with our ability to consistently deliver on the Company’s financial plan, which includes meeting the financial goals established under the STPP. These financial measures, which are discussed in more detail below, are key performance indicators underlying our NEOs' incentive compensation, linking achievement of the Company’s long-term strategy through our focus on short-term priorities. The operational and social goals established under the STPP are tied to achievement of strategic objectives, which include a focus on customer satisfaction, employee safety, and workforce and supplier diversity. 2024 Financial Goals under the STPP. The Compensation Committee adopted the 2024 STPP with a continued focus on financial results. In December 2023, the Compensation Committee approved WEC Energy Group’s earnings per share (75% weight) and cash flow (25% weight) as the primary performance measures to be used in 2024. For those officers whose positions primarily relate to utility operations in Wisconsin, including Mr. Hooper, the Compensation Committee approved WEC Energy Group's earnings per share (25% weight) and cash flow (25% weight), as well as aggregate net income of the Company's Wisconsin utility operations (50% weight), as the primary performance measures to be used in 2024. We continue to believe earnings per share and cash flow are key indicators of financial strength and performance, and are recognized as such by the investment community. Utility net income is an important financial measure as it is an indicator of the return on equity earned by the Company's utilities and generally, in order to meet WEC Energy Group's earnings per share targets, it is important that the utilities earn at or close to their allowed rate of return. In January 2024, the Compensation Committee approved the performance goals under the STPP for WEC Energy Group’s earnings per share as set forth in the chart below.

  95. ANNUAL CASH INCENTIVE COMPENSATION

    | Earnings Per Share Performance Goal | Earnings Per Share Growth Rate | Payout Level | | $4.80 | 4.3% | 25% | | $4.82 | 4.8% | 50% | | $4.85 | 5.5% | 100% | | $4.86 | 5.7% | 135% | | $4.88 | 6.1% | 200% |

  96. ANNUAL CASH INCENTIVE COMPENSATION

    If the Company’s performance falls between these levels, the payout level with respect to earnings per share is determined by interpolating on a straight line basis the appropriate payout level. At the time the Compensation Committee established the earnings per share performance goals for 2024, the Company’s 5-year growth plan called for a compound annual growth rate ("CAGR") in earnings per share of 6.5% to 7.0% over that period, measured off a 2023 base of $4.60 per share, which represented the mid-point of the adjusted 2023 annual earnings guidance. We believe that achievement of our projected CAGR, plus our continued growth in dividends, supports a premium valuation as compared to the Company’s peers. The Compensation Committee determined that achievement of earnings per share within the Company's 2024 guidance range of $4.80 to $4.90 per share would continue to be in-line with meeting the Company's 5-year CAGR growth plan. The Committee recognized that in order to achieve a 5-year CAGR of 6.5% to 7.0%, year-over-year growth does not also need to be at a rate of 6.5% to 7.0%. Therefore, based on the Company's forecasted earnings for 2024, the Committee tied the target (100%) payout level to a 5.5% year-over-year earnings per share growth rate, which would equate to earnings per share at the mid-point of the Company's 2024 guidance

  97. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-49 | 2025 Proxy Statement |

  98. ANNUAL CASH INCENTIVE COMPENSATION

    range. The 200% payout level was tied to a year-over-year growth rate of 6.1%, or earnings per share of $4.88, and the above-target payout level was tied to achievement of a year-over-year growth rate of 5.7%, or earnings per share of $4.86. In January 2024, the Compensation Committee approved the performance goals under the STPP for WEC Energy Group’s cash flow as set forth in the chart below ($ in millions).

  99. ANNUAL CASH INCENTIVE COMPENSATION

    | Cash Flow | Payout Level | | $2,325 | 25% | | $2,375 | 50% | | $2,425 | 100% | | $2,475 | 135% | | $2,550 | 200% |

  100. ANNUAL CASH INCENTIVE COMPENSATION

    If the Company’s performance falls between these levels, the payout level with respect to cash flow is determined by interpolating on a straight-line basis the appropriate payout level. The Compensation Committee based the cash flow performance level goals on WEC Energy Group’s “net cash provided by operating activities” and adjusting for certain accruals and other items related to capital spending as well as proceeds from asset sales ("Adjusted Cash From Operations"). GAAP requires the accruals and other items to be recorded as part of cash from operations, but management views them as related to the Company’s capital expenditure program. Therefore, the Compensation Committee excludes these items when measuring the Company's cash flow performance. Management invests the cash received from asset sales into the Company, incurring operation and maintenance (“O&M”) costs. Because the O&M costs are recorded in “net cash provided by operating activities” on the cash flow statement, for purposes of measuring cash flow performance, the Compensation Committee determined that the cash received to fund those costs should also be treated as cash from operations. Pursuant to GAAP, proceeds from asset sales are recorded as part of net cash used in/provided by investing activities. The Compensation Committee believes that basing the cash flow performance goals on Adjusted Cash From Operations provides a more accurate measurement of the cash generated by the Company’s operations that is available for capital investment, which is the Company’s primary driver for earnings growth, and to fund O&M. Adjusted Cash From Operations is not a measure of financial performance under GAAP, and the Company's calculation may differ from similarly titled measures used by other companies or securities rating agencies. In January 2024, the Compensation Committee approved the performance goals under the STPP for the Wisconsin utilities' net income as set forth in the chart below ($ in millions).

  101. ANNUAL CASH INCENTIVE COMPENSATION

    | Net Income | Payout Level | | $885.8 | 25% | | $888.3 | 50% | | $890.8 | 100% | | $893.9 | 135% | | $897.9 | 200% |

  102. ANNUAL CASH INCENTIVE COMPENSATION

    2024 Financial Performance under the STPP. In January 2025, the Compensation Committee reviewed our actual performance for 2024 against the financial, operational and social performance goals established under the STPP, subject to final audit. WEC Energy Group’s 2024 financial performance satisfied the maximum payout level established for earnings per share and cash flow. WEC Energy Group’s earnings per share on a GAAP basis were $4.83 for 2024, which includes a $0.06 per share charge to earnings related to certain capital expenditures under the Qualifying Infrastructure Plant ("QIP") rider that were disallowed by the Illinois Commerce Commission (the “ICC”) as part of the 2016 QIP reconciliation. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $4.88. PGL has since appealed this decision. The ICC’s disallowance of these expenditures is not indicative of WEC Energy Group’s operating performance during 2024. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured using adjusted earnings per share. With respect to the earnings per share calculation, note that WEC Energy Group's adjusted earnings per share does not add due to rounding. WEC Energy Group’s cash flow, based on Adjusted Cash From Operations, was $3,228.0 million. In addition, our cash flow result is not a measure of financial performance under GAAP. Impacted by unfavorable weather, the Wisconsin utilities' net income was $863.1 million for 2024, below the minimum threshold payout level. By satisfying the maximum payout level with respect to the adjusted earnings per share and cash flow financial measures, the NEOs, other than Mr. Hooper, earned 200% of the target award from the financial goal component of the STPP. 2024 WEC Energy Group Operational and Social Goals and Performance under the STPP. In December 2023 and January 2024, the Compensation Committee also approved operational and social performance measures and targets under the STPP that promote certain of the Company's priorities. The Compensation Committee identified commitment to customer satisfaction, safety, and supplier and workforce diversity as critical to the success of the Company. For that reason, annual incentive awards could be increased or decreased by up to 10% based upon WEC Energy Group’s performance in the areas of customer satisfaction (5% weight), safety (2.5% weight), and supplier and workforce diversity (2.5% weight).

  103. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-50 | 2025 Proxy Statement |

  104. ANNUAL CASH INCENTIVE COMPENSATION

    The Compensation Committee measures customer satisfaction levels based upon the results of surveys that an independent third party conducts of customers who had direct contact with our utilities during the year, which measure (i) customers’ satisfaction with the respective utility overall, and (ii) customers’ satisfaction with respect to the particular transactions with the applicable utility. Safety is measured based upon performance against the number of lost-time injuries and Days Away, Restricted or Transferred ("DART") recordable incidents. DART is a metric that focuses on the more significant injuries and measures how many workplace injuries and illnesses resulted in employees missing work, required restricted work activities or resulted in job transfers. Using this measure is consistent with the trend in the Company's industry to focus safety practices and efforts on preventing the most severe injuries. The operational and social performance measures are based upon recommendations from management and take into consideration both current-year performance and our longer-term objective of achieving top quartile performance of all of our principal utilities. The Compensation Committee reviews management's recommendations and may make adjustments to the performance measures if it determines changes are necessary. The following table provides the operational and social goals approved by the Compensation Committee for 2024, as well as WEC Energy Group’s performance against these goals:

  105. ANNUAL CASH INCENTIVE COMPENSATION

    | Operational Measure | Below Goal | Goal | Above Goal | Final Result | | Customer Satisfaction Percentage of "Highly Satisfied": | -5.00% | 0.00% | +5.00% | | | Company | <80.3% | 80.3% - 83.0% | >83.0% | 85.1% | | Transaction | <82.8% | 82.8% - 85.6% | >85.6% | 87.7% | | Safety: | -2.50% | 0.00% | +2.50% | | | DART-recordable injuries | >121 | 69 - 121 | <69 | 76 | | Lost-time injuries | >48 | 24 - 48 | <24 | 29 | | Diversity: | -2.50% | 0.00% | +2.50% | | | Supplier ($ in Millions) | <199.0 | 199.0 - 265.5 | >265.5 | 332.4 | | Workforce - Assessment | Not Met | Met | Exceeded | Exceeded |

  106. ANNUAL CASH INCENTIVE COMPENSATION

    WEC Energy Group’s performance against the customer satisfaction and diversity goals generated a 7.5% increase to the compensation awarded under the STPP for 2024 to each NEO, other than Mr. Hooper. With respect to the safety goals, performance against the goals for DART recordable injuries and the lost-time injury goals did not increase or decrease the compensation awarded. 2024 Wisconsin Utilities Operational and Social Goals and Performance under the STPP. For those officers whose positions primarily relate to utility operations in Wisconsin, including Mr. Hooper, awards can be increased or decreased by up to 10% based upon performance in the areas of customer satisfaction (5%), safety (2.5%) and supplier diversity (1.25%) for WEC Energy Group's Wisconsin utility operations, as well as workforce diversity (1.25%) for the entire family of WEC Energy Group companies. The Compensation Committee measures customer satisfaction levels based upon the results of surveys that an independent third party conducts of customers who had direct contact with WEC Energy Group's Wisconsin utilities during the year, which measure (i) customers’ satisfaction with the specific Wisconsin utility overall, and (ii) customers’ satisfaction with respect to the particular transactions with the specific utility. Safety is measured based upon performance against the number of lost-time injuries and DART recordable incidents at our Wisconsin utilities. The following table provides the Wisconsin utilities' operational goals approved by the Compensation Committee for 2024, as well as the performance against these goals:

  107. ANNUAL CASH INCENTIVE COMPENSATION

    | Operational Measure | Below Goal | Goal | Above Goal | Final Result | | Customer Satisfaction Percentage of "Highly Satisfied": | -5.00% | 0.00% | +5.00% | | | Company | <80.5% | 80.5% - 83.1% | >83.1% | 84.0% | | Transaction | <82.8% | 82.8% - 85.6% | >85.6% | 87.2% | | Safety: | -2.50% | 0.00% | +2.50% | | | DART-recordable injuries | >60 | 36 - 60 | <36 | 32 | | Lost-time injuries | >19 | 9 - 19 | <9 | 13 | | Diversity: | -2.50% | 0.00% | +2.50% | | | Supplier ($ in Millions) | <145.0 | 145.0 - 180.0 | >180.0 | 225.5 | | Workforce - Assessment | Not Met | Met | Exceeded | Exceeded |

  108. ANNUAL CASH INCENTIVE COMPENSATION

    The Wisconsin utilities' performance against the customer satisfaction, safety and supplier diversity goals, as well as WEC Energy Group's performance against the workforce diversity goals, generated an 8.75% increase to the compensation awarded to Mr. Hooper under the STPP for 2024. 2024 Payouts under the STPP. Based upon the performance against the financial, operational and social goals established by the Compensation Committee, Mr. Lauber received annual incentive cash compensation under the STPP of $3,282,992 for 2024. This represented 286% of his annual base salary. Mmes. Liu and Kelsey, and Messrs. Klappa, Hooper, and Garvin, each received annual cash incentive compensation for 2024 under the STPP equal to 174%, 153%, 196%, 81%, and 153% of their respective annual base

  109. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-51 | 2025 Proxy Statement |

  110. ANNUAL CASH INCENTIVE COMPENSATION

    salaries, representing 207.5% of the target award for each officer, other than Mr. Hooper, whose incentive compensation payout was 108.75% of his target award. As discussed above, Messrs. Klappa's and Hooper's incentive awards were prorated. The Compensation Committee retains the right to exercise discretion in adjusting awards under the STPP when it deems appropriate. Based upon the 2024 net income of the Company’s Wisconsin utilities, Mr. Hooper would not have been entitled to receive his target award from that financial component of the STPP. In considering Mr. Hooper’s STPP award for 2024 performance, however, the Compensation Committee determined it was appropriate to consider the significant responsibilities Mr. Hooper assumed during his initial nine months with WEC Energy Group, including in the areas of employee safety, gas operations, and construction projects, for the benefit of the entire Company. In recognition of Mr. Hooper’s performance in this regard, the Compensation Committee exercised its discretion and increased Mr. Hooper’s 2024 total award to the amount he would have received if the financial component of the STPP paid out at the target (100%) level. This discretionary amount is reflected in the “Bonus” column of the Summary Compensation Table.

  111. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION The Compensation Committee administers our WEC Energy Group Omnibus Stock Incentive Plan, amended and restated, effective as of May 6, 2021 (the "OSIP"), which is a stockholder-approved, long-term incentive plan designed to link the interests of our executives and other key employees to creating long-term stockholder value. It allows for various types of awards tied to the performance of our common stock, including stock options, stock appreciation rights, and restricted stock. The Compensation Committee also administers the WEC Energy Group Performance Unit Plan, under which the Compensation Committee may award performance units. The Compensation Committee primarily uses (1) performance units, including dividend equivalents, (2) stock options, and (3) restricted stock to deliver long-term incentive opportunities. Performance Units. Each year, the Compensation Committee makes annual grants of performance units under the performance unit plan. The performance units are designed to provide a form of long-term incentive compensation that aligns the interests of management with those of a typical utility stockholder who is focused not only on stock price appreciation but also on dividends. Effective January 1, 2023, the Compensation Committee amended and restated the Performance Unit Plan (the “Amended PUP”). After consulting with FW Cook, the Compensation Committee determined that changes to the plan were necessary in order to achieve our compensation philosophy and offer a competitive compensation package. The prior version of the performance unit plan (the "Prior PUP") provided for a singular, relative measure and had a maximum vesting percentage lower than our compensation peer group. Under the Amended PUP, the Compensation Committee has greater flexibility when establishing the number and type of performance measures, and the maximum vesting percentage results in a more competitive compensation package. Pursuant to the Amended PUP, performance units will vest based upon the Company’s performance during a three-year period against one or more performance measures selected by the Compensation Committee at the beginning of the performance period. The Compensation Committee may determine achievement of a performance measure on an annual basis or over the entire three-year performance period. The Compensation Committee will determine the vesting percentages of the performance units, and performance measures may have the same or different weightings with respect to performance unit vesting. Achievement within a performance measure may be determined based upon the Company’s rank in comparison to a peer group of companies or by reaching stated levels of performance. The Compensation Committee will also select the target(s) for each performance measure and the potential impact to the vesting percentage based on achievement of the performance measure(s) relative to the selected target(s). In no event will the vesting percentage over the three-year performance period be less than zero or more than 200%. The Amended PUP governs the terms of performance units starting with the 2023 award. The performance units awarded in January 2022 were awarded under the Prior PUP, the terms of which are described herein. All performance units are settled in cash. Short-Term Dividend Equivalents. Pursuant to the terms of the Amended PUP, we increase the number of unvested performance units as of any date that we declare a cash dividend on our common stock by the amount of short-term dividend equivalents a participant is entitled to receive. Short-term dividend equivalents are calculated by multiplying (a) the number of unvested performance units held by a plan participant as of the related dividend record date by (b) the amount of cash dividend payable by the Company on a share of common stock; and (c) dividing the result by the closing price for a share of the Company's common stock on the dividend payment date. In effect, short-term dividend equivalents are credited and accumulated as reinvested dividends on each performance unit so that the performance units and accumulated dividends will be paid out at the end of the three-year performance period, rather than paying out the dividend equivalents annually on unearned performance units. Short-term dividend equivalents are treated as additional unvested performance units and are subject to the same vesting, forfeiture, payment, termination, and other terms and conditions as the original performance units to which they relate. In addition, outstanding short-term dividend equivalents are treated as unvested performance units for purposes of calculating future short-term dividend equivalents. Stock Options. Each year, the Compensation Committee also makes annual stock option grants as part of our long-term incentive program. These stock options have an exercise price equal to the fair market value of our common stock on the date of grant and expire on the 10th anniversary of the grant date. Since management benefits from a stock option award only to the extent our stock price appreciates above the exercise price of the stock option, stock options align the interests of management with those of our stockholders in attaining long-term stock price appreciation.

  112. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-52 | 2025 Proxy Statement |

  113. LONG-TERM INCENTIVE COMPENSATION

    Restricted Stock. The Compensation Committee also awards restricted stock as part of the long-term incentive plan, consistent with market practice. Similar to performance units, restricted stock aligns the interests of management with a typical utility stockholder who is focused on stock price appreciation and dividends. Aggregate 2024 Long-Term Incentive Awards. Generally, when establishing the target value of long-term incentive awards and the appropriate mix of performance units, stock options, and restricted stock for each NEO, the Compensation Committee reviews the market compensation data and analysis provided by FW Cook. After considering FW Cook’s analysis, for 2024 the Compensation Committee determined that the long-term incentive awards would be weighted 65% performance units, 20% restricted stock, and 15% stock options for the NEOs, other than Mr. Klappa. These weightings also apply to all other eligible employees. Target values were presented to and approved by the Compensation Committee in December 2023. Consistent with prior years, the Compensation Committee determined that Mr. Klappa’s 2024 long-term incentive award would be weighted 25% performance units, 15% stock options, and 60% restricted stock. Given that Mr. Klappa's tenure as the Company's Executive Chairman was ending in May 2024, after consultation with FW Cook, the Compensation Committee again determined that there should not be any changes to the mix of Mr. Klappa's long-term awards for 2024. The Company's practice, applicable to all employees who are eligible to receive equity awards, is that awards are granted to employees for the year in which they are retiring. Based upon the market data provided by FW Cook, we customarily target the long-term incentive award to be at or near the market median value of long-term incentive compensation for each executive officer’s position. After reviewing the market data, the Compensation Committee determined to increase the target award level for each NEO (other than Messrs. Klappa and Hooper) in order to better align such award levels with the market median for each position. All of the NEOs’ long-term incentive awards were within this target range for 2024. The following provides the 2024 target long-term incentive award value for each NEO:

  114. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Target LTI Award as a Percentage of Base Salary | | Mr. Lauber | 480% | | Ms. Liu | 250% | | Mr. Klappa | 350% | | Ms. Kelsey | 170% | | Mr. Hooper | 170% | | Mr. Garvin | 170% |

  115. LONG-TERM INCENTIVE COMPENSATION

    2024 Stock Option Grants. In December 2023, the Compensation Committee approved the grant of stock options to each of our NEOs (other than Mr. Hooper) and established an overall pool of options that were granted to approximately 155 other employees. The annual option grants to the NEOs were made effective January 2, 2024, the first trading day of 2024. The Compensation Committee subsequently approved a grant of stock options to Mr. Hooper, effective April 1, 2024. All such options were granted with an exercise price equal to the average of the high and low prices reported on the NYSE for shares of WEC Energy Group common stock on the grant date. All 2024 stock options have a term of 10 years and vest 100% on the third anniversary of the date of grant. The vesting of the stock options may be accelerated in connection with a termination of employment due to a change in control or an executive officer’s termination of employment under certain circumstances. See “Potential Payments upon Termination or Change in Control” beginning on page P-70 for additional information. Subject to the limitations of the OSIP, the Compensation Committee has the power to amend the terms of any option (with the participant’s consent). However, without stockholder approval, the Committee may not reduce the exercise price of existing options or cancel outstanding options in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options. For purposes of determining the appropriate number of options to grant to a particular NEO, the value of an option was determined based upon the Black-Scholes option pricing model. The following table provides the number of options granted to each NEO in 2024:

  116. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Options Granted | | Mr. Lauber | 54,598 | | Ms. Liu | 20,847 | | Mr. Klappa | 43,352 | | Ms. Kelsey | 10,788 | | Mr. Hooper | 11,121 | | Mr. Garvin | 9,694 |

  117. LONG-TERM INCENTIVE COMPENSATION

    See "Executive Compensation Tables - Policy on Timing of Option Grants" for additional information. 2024 Restricted Stock Awards. In December 2023, the Compensation Committee also approved the grant of restricted stock to each of our NEOs (other than Mr. Hooper) and established an overall pool of restricted stock that was granted to approximately 155 other employees. The grants were made effective January 2, 2024. The Compensation Committee subsequently approved a grant of restricted stock to Mr. Hooper, effective April 1, 2024.

  118. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-53 | 2025 Proxy Statement |

  119. LONG-TERM INCENTIVE COMPENSATION

    Other than the shares granted to Mr. Klappa, the restricted stock vests in three equal annual installments beginning on the one year anniversary of the applicable grant date. The shares of restricted stock granted to Mr. Klappa vest in full on the one year anniversary of the grant date, consistent with the restricted stock awards he has received each year since returning to the Company. As Mr. Klappa's tenure as Executive Chairman was ending in May 2024, at which time he transitioned to Non-Executive Chairman, and after consultation with FW Cook, the Compensation Committee again determined not to make any changes to the vesting schedule. Subject to very limited exceptions, restricted stock awarded to the Company's executive officers, including the NEOs, is subject to a minimum one-year holding period following the vesting date. The vesting of the restricted stock may be accelerated in connection with a termination of employment due to a change in control, death or disability, or by action of the Compensation Committee. In connection with Mr. Klappa's transition from Executive Chairman to Non-Executive Chairman in May 2024, the Compensation Committee accelerated the vesting of all unvested shares of restricted stock awarded to Mr. Klappa. See “Potential Payments upon Termination or Change in Control” beginning on page P-70 for additional information. Tax withholding obligations related to vesting may be satisfied, at the option of the executive officer, by withholding shares otherwise deliverable upon vesting or by cash. The NEOs have the right to vote the restricted stock and to receive cash dividends when the Company pays a dividend to its stockholders. Regarding the annual grants effective January 2, 2024, for purposes of determining the appropriate number of shares of restricted stock to grant to a particular NEO, the Compensation Committee used a value of $84.621 per share. This value was based upon the volume-weighted price of WEC Energy Group’s common stock for the ten trading days beginning on December 1, 2023, and ending on December 14, 2023. The Compensation Committee uses the volume-weighted price for annual awards in order to minimize the impact of day-to-day volatility in the stock market. Regarding the April 1, 2024 grant to Mr. Hooper, the Compensation Committee used a value of $81.663 per share. This value was based upon the average of the high and low stock prices of WEC Energy Group’s common stock on April 1, 2024. The measurement period is customarily early- to mid-December for annual awards in order to shorten the timeframe between the calculation of the awards and the actual grant date. The following table provides the number of shares of restricted stock granted to each NEO in 2024:

  120. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Restricted Stock Granted | | Mr. Lauber | 12,820 | | Ms. Liu | 4,895 | | Mr. Klappa | 30,539 | | Ms. Kelsey | 2,533 | | Mr. Hooper | 2,706 | | Mr. Garvin | 2,276 |

  121. LONG-TERM INCENTIVE COMPENSATION

    2024 Performance Units. In December 2023, the Compensation Committee approved the grant of performance units to each of our NEOs (other than Mr. Hooper) and approved a pool of performance units that were granted to approximately 155 other employees. The Compensation Committee subsequently approved a grant of 2024 performance units to Mr. Hooper, effective April 1, 2024. The Compensation Committee believes that the performance measures selected in accordance with the terms of the Amended PUP should link the interests of our executives to creating long-term stockholder value. Therefore, the measures chosen by the Committee, discussed in more detail below, balance critical operating metrics with the delivery of strong stockholder returns. With respect to the 2024 performance units, the amount of the benefit that ultimately vests will be dependent upon 1) the Company’s total stockholder return over the three-year period ending December 31, 2026, as compared to the total stockholder return of the custom peer group described below (55% weight), and 2) the Company's performance against the weighted average authorized return on equity ("ROE") of all WEC Energy Group's utility subsidiaries for the three-year performance period (45% weight). Pro-rata adjustments will be made to account for any changes to authorized ROE approved by the relevant public service commissions during the performance period. In addition, the Compensation Committee may increase the ultimate vesting percentage based upon the Company's price to earnings ("P/E") ratio, ranked in comparison to the same custom peer group, as determined at the end of the three-year performance period. Upon vesting, the performance units will be settled in cash in an amount determined by multiplying the number of performance units that have vested by the closing price of the Company’s common stock on the last trading day of the performance period. The 2024 performance unit peer group against which WEC Energy Group's performance will be measured includes:

  122. LONG-TERM INCENTIVE COMPENSATION

    | • Alliant Energy Corporation | • Consolidated Edison, Inc. | • Eversource Energy | • Pinnacle West Capital Corp. | | • Ameren Corporation | • Dominion Energy, Inc. | • Exelon Corporation | • PPL Corporation | | • American Electric Power Company | • DTE Energy Co. | • FirstEnergy Corp. | • The Southern Company | | • CenterPoint Energy, Inc. | • Duke Energy Corp. | • NiSource Inc. | • Xcel Energy Inc. | | • CMS Energy Corporation | • Evergy, Inc. | • OGE Energy Corp. | |

  123. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-54 | 2025 Proxy Statement |

  124. LONG-TERM INCENTIVE COMPENSATION

    The peer group is chosen by the Compensation Committee, based upon management’s recommendation and with the concurrence of FW Cook. This peer group was chosen because we believe these companies are similar to WEC Energy Group in terms of business model, long-term strategies and risk profile, with a primary focus on regulated utility operations rather than a non-regulated business model. There is significant overlap between the performance unit peer group and the comparison group developed by FW Cook for purposes of benchmarking compensation levels. However, there are several companies that are different among the two groups because FW Cook places significant weight on the financial metrics of the companies included in its comparison group, whereas we focus more on operational measures for the performance unit peer group. Under the Amended PUP, total stockholder return is the calculation of total return (stock price appreciation plus reinvestment of dividends) based upon an initial investment of $100 made at the beginning of the three-year performance period. The required percentile ranking for 3-year total stockholder return and the applicable vesting percentage are set forth in the chart below.

  125. LONG-TERM INCENTIVE COMPENSATION

    | Performance Percentile Rank | Vesting Percent | | < 25th Percentile | 0% | | 25th Percentile | 25% | | Target (50th Percentile) | 100% | | 85th Percentile or above | 200% |

  126. LONG-TERM INCENTIVE COMPENSATION

    If the Company’s rank is between the benchmarks identified above, the vesting percentage will be determined by interpolating on a straight line basis the appropriate vesting percentage. In determining the total payout, achievement of this performance metric will receive 55% weight. The ROE target is based upon a formulaic calculation that varies each year based on our past and planned investments among our utilities, as well as each utility's authorized ROE. For 2024, the target ROE and corresponding payout levels for the 2023 and 2024 performance unit awards were set as follows:

  127. LONG-TERM INCENTIVE COMPENSATION

    | If Actual Earned ROE is | Payout Percentage | | ≥ 9.57% | 200% | | 9.42% | 100% | | 9.27% | 25% | | < 9.27% | 0% |

  128. LONG-TERM INCENTIVE COMPENSATION

    If the Company’s performance falls between these levels, the payout percentage is determined by interpolating on a straight line basis the appropriate vesting percentage. In determining the total payout, the final award will be based on the average of the payout percentage achieved in each year of the three-year performance period and will receive 45% weight. WEC Energy Group's utility subsidiaries achieved a weighted-average ROE of 9.72% for 2024. The actual ROE for PGL was adjusted to include the impact of the ICC disallowance of certain capital expenditures under PGL's 2016 QIP rider in 2024. This adjustment is reflected in the weighted-average ROE. At the end of the three-year performance cycle, the Compensation Committee may increase the total vesting percentage of performance units by up to 25% based upon the Company's P/E ratio, as compared to the peer group described above. In no event will the vesting percentage over the three-year performance period be more than 200%. For the 2024 performance unit awards, the target P/E ratio and potential adjustments are as follows:

  129. LONG-TERM INCENTIVE COMPENSATION

    | Quartile Rank | Additional Percentage | | 1st Quartile | 25% | | 2nd Quartile | 15% | | Below 2nd Quartile | 0% |

  130. LONG-TERM INCENTIVE COMPENSATION

    A P/E ratio below the 2nd quartile would likely indicate a significant drop in WEC Energy Group's stock price, driving a lower vesting percentage with respect to the total stockholder return component of the awards. Therefore, the Compensation Committee determined that the Company's performance against the P/E ratio measure should not result in a further decrease of the final award. Unvested performance units generally are immediately forfeited upon a NEO’s cessation of employment with WEC Energy Group prior to completion of the three-year performance period. However, the performance units will vest immediately at the target 100% rate upon the termination of the NEO’s employment (1) by reason of disability or death or (2) after a change in control of WEC Energy Group. In addition, a prorated number of performance units (based upon the target 100% rate) will vest upon the termination of employment of the NEO by reason of retirement prior to the end of the three-year performance period. For purposes of determining the appropriate number of performance units to grant to a particular NEO, the Compensation Committee used the same values as were used for the 2024 restricted stock grants; $84.621 for the annual grants in January 2024 and $81.663 for the April 1, 2024 grant to Mr. Hooper.

  131. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-55 | 2025 Proxy Statement |

  132. LONG-TERM INCENTIVE COMPENSATION

    The following table provides the number of performance units granted to each NEO in 2024, at the 100% target level:

  133. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Performance Units Granted | | Mr. Lauber | 41,667 | | Ms. Liu | 15,910 | | Mr. Klappa | 12,724 | | Ms. Kelsey | 8,233 | | Mr. Hooper | 8,795 | | Mr. Garvin | 7,398 |

  134. LONG-TERM INCENTIVE COMPENSATION

    2024 Payouts under Long-Term Incentive Awards Granted in 2022. The Compensation Committee granted performance unit awards to participants in the Prior PUP in 2022. The ultimate vesting amount of the 2022 performance unit awards is dependent on the Company's total stockholder return over the three-year period ending December 31, 2024, as compared to the total stockholder return of the 2022 performance unit peer group which included the following: Alliant Energy Corporation; Ameren Corporation; American Electric Power Company; CMS Energy Corporation; Consolidated Edison; DTE Energy Corporation; Dominion Energy Inc,; Duke Energy Corp.; Edison International; Evergy, Inc.; Eversource Energy; FirstEnergy Corporation; NiSource, Inc.; OGE Energy Corporation; Pinnacle West Capital Corporation; The Southern Company; and Xcel Energy. The required percentile ranking for the three-year stockholder return and the applicable vesting percentage are set forth in the chart below.

  135. LONG-TERM INCENTIVE COMPENSATION

    | Performance Percentile Rank | Vesting Percent | | < 25th Percentile | 0% | | 25th Percentile | 25% | | Target (50th Percentile) | 100% | | 75th Percentile | 125% | | 90th Percentile | 175% |

  136. LONG-TERM INCENTIVE COMPENSATION

    If the Company’s rank is between the benchmarks identified above, the vesting percentage is determined by interpolating on a straight line basis the appropriate vesting percentage. In addition, similar to the 2024 performance unit awards, the 2022 performance unit awards accumulate short-term dividend equivalents. See "Long-Term Incentive Compensation - Short-Term Dividend Equivalents" above for additional information. As previously described, the Compensation Committee amended and restated the Company’s Performance Unit Plan, effective as of January 1, 2023, making several changes to the plan design. For purposes of calculating total shareholder return, the Prior PUP, under which the 2022 performance units were awarded, requires an initial investment of $100 and $100 investments each quarter thereafter for the duration of the three-year performance period. On the other hand, the plans of our peer companies, as well as the awards under the Amended PUP, require only the initial $100 investment. Investing $100 each quarter rewards those companies whose stock price drops significantly during the performance period compared to their peers, and then increases even if such increase is in line with the rest of their peers. Management and the Compensation Committee reviewed the performance of companies in the peer group whose stock price significantly underperformed WEC’s stock price during portions of the three-year performance period as a result of strategic and/or operational reasons. Due to the Prior PUP plan design, this short-term underperformance would have resulted in these companies being ranked higher in the total stockholder return calculation. These companies were Duke Energy Corp. and Xcel Energy Inc. As a result, when calculating the total stockholder return for these companies, the Compensation Committee adjusted for their significant underperformance during the performance period. Accounting for these adjustments resulted in a total stockholder return for WEC Energy Group at the 52.9th percentile of the peer group for the three-year performance period ended December 31, 2024, resulting in the performance units vesting at a level of 102.9%. Pursuant to the terms of the Prior PUP, the vesting percentage of the performance units may be adjusted downwards or upwards based upon the Company's performance against an Additional Performance Measure, if any, selected by the Compensation Committee. The Additional Performance Measure for the 2022 performance unit awards was the weighted average authorized ROE of all WEC Energy Group's utility subsidiaries. The Company’s performance against this measure may decrease or increase the vesting percentage of the performance units up to 10% over the three-year performance period. Similar to the 2024 performance unit awards, the ROE target is based upon a formulaic calculation that varies each year based on our past and planned investments among our utilities, as well as each utility's authorized ROE. For the 2022 performance unit awards, the ROE targets and potential adjustments for 2024 were set as follows:

  137. LONG-TERM INCENTIVE COMPENSATION

    | If Actual Annual ROE is | The Annual Adjustment is | ROE Ranges | | < 20 bp below the Authorized ROE | + 3.33% | ≥ 9.52% | | 21 - 30 bp below the Authorized ROE | 0% | 9.51% - 9.42% | | > 30 bp below the Authorized ROE | (3.33)% | < 9.42% |

  138. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-56 | 2025 Proxy Statement |

  139. LONG-TERM INCENTIVE COMPENSATION

    As discussed above, WEC Energy Group’s utility subsidiaries achieved a weighted average authorized ROE of 9.72% for 2024, which resulted in a 3.33% increase in the vesting percentage of the 2022 performance unit awards. The cumulative three-year impact of the Company's performance against the Additional Performance Measure was a 10% increase in the vesting percentage of the performance units for a total vesting level of 112.9%. The actual payouts were determined by multiplying the number of vested performance units by the closing price of our common stock ($94.04) on December 31, 2024, the last trading day of the performance period. The actual payout to each NEO is reflected in the “Option Exercises and Stock Vested for Fiscal Year 2024” table.

  140. SEVERANCE BENEFITS AND CHANGE IN CONTROL

    SEVERANCE BENEFITS AND CHANGE IN CONTROL None of the NEOs have entered into an employment agreement that provides for severance and change in control benefits. However, they are eligible to participate in the Company's Severance Pay Plan. For a discussion of the severance benefits available to our executive officers generally, see “Potential Payments upon Termination or Change in Control" located on page P-70. In addition, our supplemental pension plan provides that in the event of a change in control, participants will be entitled to a lump sum payment of amounts due under the plan if employment is terminated within 18 months of the change in control.

  141. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  142. SUMMARY COMPENSATION TABLE

    | | | | | | | | (9) | | | | | Name and Principal Position | Year | Salary | Bonus | (6) Stock Awards | (7) Option Awards | (8) Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | (10)(11) All Other Compensation | Total | Total Without Change in Pension Value | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Scott J. Lauber President and CEO | 2024 | 1,148,320 | — | 4,633,847 | 884,488 | 3,282,992 | 464,243 | 534,201 | 10,948,091 | 10,615,694 | | | 2023 | 1,085,199 | — | 3,461,002 | 905,967 | 3,145,494 | 449,977 | 504,540 | 9,552,179 | 9,230,552 | | | 2022 | 1,027,925 | — | 2,822,085 | 854,960 | 2,832,628 | 177,482 | 434,381 | 8,149,461 | 8,047,466 | | Xia Liu Executive Vice President and CFO | 2024 | 841,853 | — | 1,769,361 | 337,721 | 1,461,279 | 53,671 | 500,747 | 4,964,632 | 4,964,632 | | | 2023 | 803,226 | — | 1,485,174 | 388,761 | 1,330,391 | 26,767 | 474,059 | 4,508,378 | 4,508,378 | | | 2022 | 766,549 | — | 1,424,199 | 431,459 | 1,244,278 | 965 | 446,979 | 4,314,429 | 4,314,429 | | Gale E. Klappa(1) Non-Executive Chairman of the Board | 2024 | 646,623 (3) | — | 6,278,171 (5) | 702,302 | 1,269,794 | 1,294,870 | 293,648 | 10,485,408 | 9,436,342 | | | 2023 | 1,193,072 | — | 3,417,905 | 631,553 | 3,458,169 | 2,099,785 | 351,817 | 11,152,301 | 9,282,886 | | | 2022 | 1,136,835 | — | 2,796,924 | 598,182 | 3,118,817 | 139,266 | 333,813 | 8,123,837 | 8,123,837 | | Margaret C. Kelsey Executive Vice President, General Counsel and Corporate Secretary | 2024 | 640,665 | — | 915,594 | 174,766 | 981,229 | 991 | 171,772 | 2,885,017 | 2,885,017 | | | 2023 | 611,271 | — | 753,455 | 197,171 | 949,173 | 7,625 | 168,789 | 2,687,484 | 2,687,484 | | | 2022 | 593,767 | — | 785,663 | 238,023 | 904,973 | 683 | 162,781 | 2,685,890 | 2,685,890 | | Michael W. Hooper(2) President WI Utilities | 2024 | 525,772 | 195,355 (4) | 939,172 | 177,158 | 424,898 | — | 438,363 | 2,700,718 | 2,700,718 | | Robert M. Garvin Executive Vice President - External Affairs | 2024 | 577,692 | — | 822,725 | 157,043 | 881,760 | 161,037 | 63,653 | 2,663,910 | 2,529,110 | | | 2023 | 547,418 | — | 670,539 | 175,535 | 788,508 | 156,520 | 67,336 | 2,405,856 | 2,278,785 | | | 2022 | 522,428 | — | 685,978 | 207,823 | 684,792 | 123,272 | 84,402 | 2,308,695 | 2,201,990 |

  143. SUMMARY COMPENSATION TABLE

    Note: In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we believe that total compensation minus the change in pension value provides helpful additional information for comparative purposes. (1) Mr. Klappa was the Executive Chairman of the Board of WEC Energy Group until May 9, 2024, at which time he retired and became Non-Executive Chairman of the Board. (2) Mr. Hooper was named President of the Wisconsin Utilities effective April 1, 2024. Therefore, no information has been provided for 2023 and 2022. (3) Includes pro rata Board of Director fees earned by Mr. Klappa in the amount of $197,679. (4) Reflects the adjustment made by the Compensation Committee to Mr. Hooper's 2024 STPP award to recognize Mr. Hooper's significant individual contributions to WEC Energy Group's overall performance. (5) In connection with Mr. Klappa's 2024 retirement, and in light of his many contributions to the success of the Company, the Compensation Committee accelerated the vesting of 30,539 shares of restricted stock previously awarded to him. The fair value associated with this acceleration was $2,598,869, which is included in the reported amount. The prorated payout to Mr. Klappa for the performance units that were granted in 2022, 2023, and 2024 is reflected in the "Option Exercises and Stock Vested for Fiscal Year 2024" table. (6) The amounts reported reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 excluding estimated forfeitures, of performance units and/or restricted stock awarded to each NEO in the respective year for which such amounts are reported. The amounts reported for the performance units are based upon the probable outcome as of the grant date of associated performance and market conditions, and are consistent with our estimate, as of the grant date, of aggregate compensation cost to be recognized over the three-year performance period. The actual value received by the executives from these awards may range from $0 to greater than the reported amounts, depending upon the Company’s performance and the executive’s number of additional years of service with the Company. The value of the performance unit awards as of the grant date, assuming achievement of the highest level of performance and excluding any performance units resulting from short-term dividend equivalents, for each of Messrs. Lauber, Klappa, Hooper, and Garvin, and Mmes. Liu and Kelsey, is $7,087,140, $2,164,225, $1,436,399, $1,258,326, $2,706,132, and $1,400,351, respectively, for the 2024 awards. The value of the performance unit awards as of the grant date, assuming achievement of the highest level of performance and excluding any performance units resulting from short-term dividend equivalents for each of Messrs. Lauber, Klappa, and Garvin, and Mmes. Liu and Kelsey, is $5,624,211, $2,010,587, $1,089,615, $2,413,454, and $1,224,528, respectively, for the 2023 awards. See “Option Exercises and Stock Vested For Fiscal Year 2024” for the amount of the actual payout with respect to the 2022 award of performance units. (7) The amounts reported reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 excluding estimated forfeitures, of options awarded to each NEO in the respective year for which such amounts are reported. The actual value received by the executives from these awards

  144. SUMMARY COMPENSATION TABLE

    | WEC Energy Group | P-60 | 2025 Proxy Statement |

  145. SUMMARY COMPENSATION TABLE

    may range from $0 to greater than the reported amounts, depending upon Company performance. In accordance with FASB ASC Topic 718, we made certain assumptions in our calculation of the grant date fair value of the stock options. See “Stock Options” in Note 1(n) -- Stock-Based Compensation, in the Notes to Consolidated Financial Statements in our 2024 Annual Report on Form 10-K for a description of these assumptions. For 2024, the assumptions made in connection with the valuation of the stock options are the same as described in Note 1(n). (8) Consists of the annual incentive compensation earned under WEC Energy Group’s STPP. For Messrs. Klappa and Hooper, this represents prorated amounts. (9) The amounts reported for 2024, 2023, and 2022 reflect the aggregate change in the actuarial present value of each applicable NEO’s accumulated benefit under all defined benefit plans from December 31, 2023 to December 31, 2024, December 31, 2022 to December 31, 2023, and December 31, 2021 to December 31, 2022, respectively. The amounts reported for all three years also include above-market earnings on compensation that is deferred by the NEOs into the Prime Rate Fund under WEC Energy Group’s Executive Deferred Compensation Plan and, for Mr. Klappa, under the WEC Energy Group Non-Qualified Retirement Savings Plan. Above-market earnings represent the difference between the interest rate used to calculate earnings under the Plans and 120% of the applicable federal long-term rate prescribed by the Internal Revenue Code. The amounts earned for 2024 are shown below.

  146. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Value | Non-Qualified Deferred Compensation Earnings | Total | | | ($) | ($) | ($) | | Scott J. Lauber | 332,397 | 131,846 | 464,243 | | Xia Liu | — | 53,671 | 53,671 | | Gale E. Klappa | 1,049,066 | 245,804 | 1,294,870 | | Margaret C. Kelsey | — | 991 | 991 | | Michael W. Hooper | — | — | — | | Robert M. Garvin | 134,800 | 26,237 | 161,037 |

  147. SUMMARY COMPENSATION TABLE

    For 2024, 2023, and 2022, the applicable discount rate used to value pension plan liabilities moved from 5.20% to 5.70%, 5.50% to 5.20%, and 2.95% to 5.50%, respectively. As the discount rate increases, the Company’s pension funding obligation decreases, and vice versa. The changes in the actuarial present values of the NEOs’ pension benefits do not constitute cash payments to the NEOs. The pension values reported represent only WEC Energy Group’s obligation of the aggregate change in the actuarial present value of each NEO’s accumulated benefit under all defined benefit plans. Mr. Klappa is entitled to receive pension benefits from a prior employer. To the extent such prior employer is unable to pay his pension obligations, WEC Energy Group may be obligated to pay the total amount. (10) During 2024, each NEO received financial planning services and the cost of an annual physical exam; Messrs. Lauber and Klappa, and Ms. Liu, were provided with membership in a service that provides healthcare and safety management when traveling outside the United States. Although Mr. Klappa utilized the benefit of spousal travel for business purposes in 2024, there was no associated cost to the Company as Mr. Klappa was not eligible to receive reimbursement for taxes paid on imputed income attributable for such travel. Mr. Garvin received reimbursement of dues and fees for club memberships. Mr. Hooper received relocation benefits in the amount of $64,348 in connection with his move to Milwaukee, Wisconsin. (11) For Mr. Klappa, the amount reported in All Other Compensation for 2024 includes $24,893 attributable to WEC Energy Group’s Directors’ Charitable Awards Program in connection with Mr. Klappa’s service on the Company’s Board. See “Director Compensation” for a description of the Directors’ Charitable Awards Program. All Other Compensation for Messrs. Lauber, Klappa, Hooper, and Garvin, and Mmes. Liu and Kelsey, for 2024 also consists of: •Employer matching of contributions into the WEC Energy Group 401(k) plan in the amount of $13,800 for Messrs. Lauber, Klappa and Garvin and Mmes Liu and Kelsey, and $7,683 for Mr. Hooper; •Employer contributions into the WEC Energy Group 401(k) plan in the amount of $20,700 for Messrs. Klappa and Hooper, and Mmes. Liu and Kelsey, and into the WEC Energy Group Non-Qualified Retirement Savings Plan in the amount of $108,797 for Ms. Liu, $214,851 for Mr. Klappa, $74,053 for Ms. Kelsey, and $7,800 for Mr. Hooper. These payments are in lieu of participation in the Company’s pension plan; •“Make-whole” payments under the Executive Deferred Compensation Plan that provides a match at the same level as the WEC Energy Group 401(k) plan (4% for up to 7% of wages) for all deferred salary and bonus not otherwise eligible for a match in the amounts of $157,183 for Mr. Lauber, $72,532 for Ms. Liu, $11,303 for Mr. Klappa, $49,369 for Ms. Kelsey, and $19,420 for Mr. Garvin; •Retention credit contributed to a nonqualified account in the amount of $330,750 for Mr. Lauber. See "Mr. Lauber's Retention Agreement" on page P-67 for a description of this benefit; •Retirement income supplement contributed to a nonqualified account in the amount of $272,882 for Ms. Liu. See "Ms. Liu's Retirement Income Supplement" on page P-67 for a description of this benefit; •Employer contribution into the Executive Deferred Compensation Plan in the amount of $300,000 for Mr. Hooper. See "Mr. Hooper's EDCP Contribution Agreement" on page P-67 for a description of this benefit; and •Tax reimbursements or “gross-ups” for all applicable perquisites in the amount of $14,668, $29,558, and $9,739 for Messrs. Lauber, Hooper, and Garvin, respectively. Gross-up amounts for Mr. Hooper relate to relocation benefits, which are available to all employees who use the Company's relocation plan.

  148. SUMMARY COMPENSATION TABLE

    | WEC Energy Group | P-61 | 2025 Proxy Statement |

  149. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024 The following table shows additional data regarding incentive plan awards to the NEOs for 2024.

  150. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | Name | Grant Date | Action Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) (#) | All Other Option Awards (5) | | | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Number of Securities Underlying Options (#) | Exercise or Base Price (6) ($/Sh) | Closing Market Price ($/Sh) | | | Scott J. Lauber | 1/18/24 | — | 395,541 | 1,582,165 | 3,322,547 | — | — | — | — | — | — | — | — | | | 1/2/24 | 12/7/23 | — | — | — | 1,667 | 41,667 | 83,334 | — | — | — | — | 3,543,570 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | 12,820 | — | — | — | 1,090,277 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | — | 54,598 | 85.045 | 86.32 | 884,488 | | Xia Liu | 1/18/24 | — | 176,058 | 704,231 | 1,478,885 | — | — | — | — | — | — | — | — | | | 1/2/24 | 12/7/23 | — | — | — | 636 | 15,910 | 31,820 | — | — | — | — | 1,353,066 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | 4,895 | — | — | — | 416,295 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | — | 20,847 | 85.045 | 86.32 | 337,721 | | Gale E. Klappa | 1/18/24 | — | 152,987 | 611,949 | 1,285,093 | — | — | — | — | — | — | — | — | | | 1/2/24 | 12/7/23 | — | — | — | 509 | 12,724 | 25,448 | — | — | — | — | 1,082,113 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | 30,539 | — | — | — | 2,597,189 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | — | 43,352 | 85.045 | 86.32 | 702,302 | | Margaret C. Kelsey | 1/18/24 | — | 118,220 | 472,881 | 993,050 | — | — | — | — | — | — | — | — | | | 1/2/24 | 12/7/23 | — | — | — | 329 | 8,233 | 16,466 | — | — | — | — | 700,175 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | 2,533 | — | — | — | 215,419 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | — | 10,788 | 85.045 | 86.32 | 174,766 | | Michael W. Hooper | 3/7/24 | — | 97,678 | 390,710 | 820,491 | — | — | — | — | — | — | — | — | | | 4/1/24 | 3/7/24 | — | — | — | 352 | 8,795 | 17,590 | — | — | — | — | 718,200 | | | 4/1/24 | 3/7/24 | — | — | — | — | — | — | 2,706 | — | — | — | 220,972 | | | 4/1/24 | 3/7/24 | — | — | — | — | — | — | — | 11,121 | 81.66 | 81.56 | 177,158 | | Robert M. Garvin | 1/18/24 | — | 106,236 | 424,944 | 892,382 | — | — | — | — | — | — | — | — | | | 1/2/24 | 12/7/23 | — | — | — | 296 | 7,398 | 14,796 | — | — | — | — | 629,163 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | 2,276 | — | — | — | 193,562 | | | 1/2/24 | 12/7/23 | — | — | — | — | — | — | — | 9,694 | 85.045 | 86.32 | 157,043 |

  151. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    (1) On December 7, 2023, the Compensation Committee awarded the annual 2024 stock option, restricted stock, and performance unit grants effective the first trading day of 2024 (January 2, 2024). On March 7, 2024, the Compensation Committee awarded stock option, restricted stock, and performance unit grants to Mr. Hooper, effective April 1, 2024. (2) Non-equity incentive plan awards consist of annual incentive awards under WEC Energy Group’s STPP. For Mr. Klappa, these represent prorated amounts to account for his 2024 retirement. For Mr. Hooper, these represent prorated amounts to account for his April 1, 2024 start date. For a more detailed description of the STPP, see the Compensation Discussion and Analysis. (3) Consists of performance units awarded under the WEC Energy Group Performance Unit Plan. WEC Energy Group’s Performance Unit Plan provides for short-term dividend equivalents. The number of performance units awarded will be increased as of any date that WEC Energy Group declares a cash dividend on its common stock by the amount of short-term dividend equivalents awarded. In effect, short-term dividend equivalents will be credited and accumulated as reinvested dividends on each performance unit so that the performance units and accumulated dividends will be paid out at the end of the performance units’ three-year performance period, contingent upon the Company’s performance. Therefore, the number of performance units reported at each of the threshold, target, and maximum levels in this table will increase by the number of short-term dividend equivalents earned. For a more detailed description of the performance units and short-term dividend equivalents, see the Compensation Discussion and Analysis. (4) Consists of restricted stock awarded under the Omnibus Stock Incentive Plan. For a more detailed description of the terms of the restricted stock, see the Compensation Discussion and Analysis. (5) Consists of non-qualified stock options to purchase shares of WEC Energy Group common stock pursuant to the Omnibus Stock Incentive Plan. For a more detailed description of the terms of the options, see the Compensation Discussion and Analysis. (6) The exercise price of the option awards is equal to the fair market value of WEC Energy Group’s common stock on the date of grant. Fair market value is the average of the high and low prices of WEC Energy Group common stock, which is listed on the New York Stock Exchange, reported by Bloomberg L.P. on the grant date.

  152. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | WEC Energy Group | P-62 | 2025 Proxy Statement |

  153. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 The following table reflects the number and value of exercisable and unexercisable options as well as the number and value of other equity awards held by the NEOs at fiscal year-end 2024.

  154. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options: Unexercisable (1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (3) ($) | | Scott J. Lauber | 17,320 | — | — | 58.305 | 1/3/27 | — | — | — | — | | | 26,465 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 30,560 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 32,420 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 5,750 | — | — | 88.5475 | 7/1/30 | — | — | — | — | | | 46,647 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | — | 58,121 | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 46,270 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 54,598 | — | 85.045 | 1/2/34 | — | — | — | — | | | — | — | — | — | — | 19,276 | 1,812,715 | — | — | | | — | — | — | — | — | — | — | 32,336 | 6,081,661 | | | — | — | — | — | — | — | — | 43,281 | 8,140,385 | | Xia Liu | 36,705 | — | — | 92.315 | 6/1/30 | — | — | — | — | | | 37,830 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | — | 29,331 | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 19,855 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 20,847 | — | 85.045 | 1/2/34 | | | | | | | — | — | — | — | — | 7,804 | 733,888 | — | — | | | — | — | — | — | — | — | — | 13,876 | 2,609,798 | | | — | — | — | — | — | — | — | 16,526 | 3,108,304 | | Gale E. Klappa | 115,960 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 33,180 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 36,190 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 52,444 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | 40,665 | — | — | 96.035 | 1/3/32 | — | — | — | — | | | 32,255 | — | — | 93.69 | 1/3/33 | — | — | — | — | | | 43,352 | — | — | 85.045 | 1/2/34 | — | — | — | — | | Margaret C. Kelsey | 18,380 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 20,147 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 20,477 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 21,072 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | — | 16,181 | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 10,070 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 10,788 | — | 85.045 | 1/2/34 | | | | | | | — | — | — | — | — | 4,050 | 380,862 | — | — | | | — | — | — | — | — | — | — | 7,040 | 1,324,083 | | | — | — | — | — | — | — | — | 8,552 | 1,608,460 | | Michael W. Hooper | — | 11,121 | — | 81.663 | 4/1/34 | — | — | — | — | | | — | — | — | — | — | 2,706 | 254,472 | — | — | | | — | — | — | — | — | — | — | 9,039 | 1,700,149 | | Robert M. Garvin | 14,185 | — | — | 58.305 | 1/3/27 | — | — | — | — | | | 14,705 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 14,931 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 15,471 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 15,944 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | — | 14,128 | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 8,965 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 9,694 | — | 85.045 | 1/2/34 | | | | | | | — | — | — | — | — | 3,618 | 340,237 | — | — | | | — | — | — | — | — | — | — | 6,265 | 1,178,227 | | | — | — | — | — | — | — | — | 7,685 | 1,445,301 |

  155. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    (1) All options reported in this column were granted ten years prior to their respective expiration date and vest 100% on the third anniversary of the grant date. Pursuant to the terms of the OSIP, all of Mr. Klappa's outstanding stock option awards fully vested upon his retirement. (2) Effective January 3, 2022, Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 5,510; 1,339; 2,781; and 1,534 shares, respectively, which began vesting in three equal annual installments on January 3, 2023. Effective January 3, 2023, Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 6,926; 1,342; 2,972; and 1,507 shares, respectively, which began vesting in three equal annual installments on January 3, 2024. Effective January 2, 2024, Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 12,820; 2,276; 4,895; and 2,533 shares, respectively, which began vesting in three equal annual installments on January 2, 2025. Effective January 2, 2024, Mr. Klappa was granted a restricted stock award of 30,539 shares. In connection with his retirement effective May 9, 2024, the Compensation Committee accelerated the vesting of Mr. Klappa's unvested restricted stock granted on January 2, 2024. Effective April 1, 2024, Mr. Hooper was granted a restricted stock award of 2,706 shares, which will begin vesting in three equal annual installments on April 1, 2025. The vesting of the

  156. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | WEC Energy Group | P-63 | 2025 Proxy Statement |

  157. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    restricted stock granted to Messrs. Lauber. Hooper and Garvin, and Mmes. Liu and Kelsey, may be accelerated in connection with a termination of employment due to a change in control, death or disability, or by action of the Compensation Committee. (3) The number of performance units reported were awarded in 2023 (first line) and 2024 (second line) and vest at the end of the three-year performance period ending December 31, 2025 and December 31, 2026, respectively. The number of performance units reported and their corresponding value are based upon a payout at the maximum amount for both plan years. The number and value of the 2023 and 2024 performance units includes performance units resulting from the grant of short-term dividend equivalents.

  158. Policy on Timing of Option Grants

    Policy on Timing of Option Grants The Company does not grant equity awards in anticipation of the release of material non-public information (“MNPI”), and it does not time the release of MNPI for the purpose of affecting the value of executive compensation. Although the Company has not adopted a predetermined schedule for the granting of option and other equity awards, it is the Compensation Committee’s long standing practice to approve annual equity awards at its regularly-scheduled meeting held in December of each year. The effective grant date of these awards is the first trading day of the year immediately following the award. The Compensation Committee may also grant option and other equity awards to individuals upon hire or promotion to executive officer positions or appointment to the Board. The timing of the annual option and other equity awards approved by the Compensation Committee on December 7, 2023, with a grant date of January 2, 2024 (the first trading day of the year), was consistent with long standing practice and not tied to the timing of any release of MNPI. During 2024, the options listed below had a grant date within 4 business days prior to the filing or furnishing of a Form 8-K.

  159. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024 This table shows the number and value of (1) stock options that were exercised by the NEOs, (2) restricted stock awards that vested, and (3) performance units that vested in 2024.

  160. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) (#) | Value Realized on Vesting (3)(4) ($) | | Scott J. Lauber | 12,050 | 473,074 | 5,228 | 450,924 | | | — | — | 29,907 | 2,812,456 | | Xia Liu | — | — | 2,795 | 241,066 | | | — | — | 15,093 | 1,419,303 | | Gale E. Klappa | 96,074 | 3,526,489 | 56,290 (5) | 4,820,086 (5) | | | — | — | 13,619 (6) | 1,165,476 (6) | | Margaret C. Kelsey | — | — | 1,502 | 129,545 | | | — | — | 8,326 | 782,979 | | Michael W. Hooper | — | — | — | — | | | — | — | — | — | | Robert M. Garvin | — | — | 1,263 | 108,933 | | | — | — | 7,270 | 683,678 |

  161. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024

    (1) Value realized upon the exercise of options is determined by multiplying the number of shares received upon exercise by the difference between the market price of WEC Energy Group common stock at the time of exercise and the exercise price. (2) Reflects the number of shares of restricted stock that vested in 2024 (first line) and, except for Mr. Klappa, the number of performance units that vested as of December 31, 2024, the end of the applicable three-year performance period (second line). The performance units were settled in cash. Subject to very limited exceptions, restricted stock awarded to the Company's executive officers, including the NEOs, is subject to a minimum one-year holding period following the vesting date. (3) Restricted stock value realized is determined by multiplying the number of shares of restricted stock that vested by the fair market value of WEC Energy Group common stock on the date of vesting. We compute fair market value as the average of the high and low prices of WEC Energy Group common stock reported by Bloomberg L.P. on the vesting date. (4) Other than Mr. Klappa, performance units value realized is determined by multiplying the number of performance units that vested by the closing market price of WEC Energy Group common stock on December 31, 2024, the last trading day of the year.

  162. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024

    | WEC Energy Group | P-64 | 2025 Proxy Statement |

  163. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024

    (5) Includes 30,539 shares of restricted stock for which the Compensation Committee accelerated vesting effective May 9, 2024. The value realized by Mr. Klappa in connection with this acceleration was $2,598,869, and was determined by using the average of the high and low prices of WEC Energy Group common stock on May 9, 2024. (6) Reflects the prorated number of performance units awarded in 2022, 2023 and 2024 (based upon the target 100% rate) that vested pursuant to the terms of the Company's Performance Unit Plan upon Mr. Klappa's retirement. The value realized was determined using the closing price of WEC Energy Group common stock on May 9, 2024.

  164. PENSION BENEFITS AT FISCAL YEAR-END 2024

    PENSION BENEFITS AT FISCAL YEAR-END 2024 The following table sets forth information for each NEO regarding their pension benefits at fiscal year-end 2024 under WEC Energy Group’s three different retirement plans discussed below.

  165. PENSION BENEFITS AT FISCAL YEAR-END 2024

    | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit (4)(5) ($) | Payments During Last Fiscal Year (6) ($) | | Scott J. Lauber | WEC Energy Group Plan | 34.50 | 658,530 | — | | | SERP | 34.50 | 1,260,294 | — | | | Individual Letter Agreement | — | — | — | | Xia Liu(2) | WEC Energy Group Plan | — | — | — | | | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | Gale E. Klappa(3) | WEC Energy Group Plan | 13.00 | 555,112 | 35,425 | | | SERP | 13.00 | 2,410,753 | 263,731 | | | Individual Letter Agreement | 38.67 | 16,907,467 | 1,849,639 | | Margaret C. Kelsey(2) | WEC Energy Group Plan | — | — | — | | | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | Michael W. Hooper(2) | WEC Energy Group Plan | — | — | — | | | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | Robert M. Garvin | WEC Energy Group Plan | 13.67 | 328,126 | — | | | SERP | 13.67 | 756,623 | — | | | Individual Letter Agreement | 13.67 | 99,706 | — |

  166. PENSION BENEFITS AT FISCAL YEAR-END 2024

    (1)Years of service are computed as of December 31, 2024, the pension plan measurement date used for financial statement reporting purposes. Prior to his initial retirement in May 2016, Mr. Klappa was credited with 25.67 years of service pursuant to the terms of his ILA. The increase in the aggregate amount of Mr. Klappa’s accumulated benefit under all of WEC Energy Group’s retirement plans resulting from the additional years of credited service is $18,276,890. (2)Mr. Hooper and Mmes. Liu and Kelsey are not eligible to receive pension benefits under the WEC Energy Group Plan. (3)Upon his initial retirement in May 2016, Mr. Klappa’s ILA terminated. At that time, the number of years of credited service and the accumulated benefit effectively transferred to the WEC Energy Group Plan and the supplemental executive retirement plan ("SERP"). Payments related to the ILA were actually paid under the WEC SERP. Mr. Klappa did not accrue additional benefits under these plans in connection with his service as Executive Chairman. (4)The key assumptions used in calculating the actuarial present values reflected in this column are: •Earliest projected unreduced retirement age based upon projected service: –For Mr. Lauber, age 60. –For Mr. Klappa, age 65.67 (actual age at initial retirement in 2016). –For Mr. Garvin, age 58.42. •Discount rate of 5.70%. •Cash balance interest crediting rate of 5.00%. •Form of payment: –Mr. Lauber: WEC Energy Group Plan 60% lump sum / 40% life annuity; SERP - Ten Year Annual Installment –Mr. Klappa's actual form of payment elected at initial retirement: WEC Energy Group Plan, SERP, and ILA - Single Life annuity –Mr. Garvin: WEC Energy Group Plan 60% lump sum / 40% life annuity; SERP and ILA - Five Annual Installments •Mortality Table for life annuity - Pri-2012/Male/White Collar as published by the Society of Actuaries with modified MP2020 projection. (5)WEC Energy Group’s pension benefit obligation to Mr. Klappa will be partially offset by pension benefits he is entitled to receive from his former employer. The amount reported for Mr. Klappa represents only WEC Energy Group’s obligation of the aggregate actuarial present value of his accumulated benefit under all of the plans. The total aggregate actuarial present value of Mr. Klappa’s accumulated benefit under all of the plans is $23,214,863, $3,341,531 of which we estimate the prior employer is obligated to pay. If Mr. Klappa's former employer becomes unable to pay its portion of his respective accumulated pension benefit, WEC Energy Group may be obligated to pay the total amount. (6)While Executive Chairman, Mr. Klappa continued to receive benefits under the SERP, but payments under the WEC Energy Group Plan were suspended. Mr. Klappa began receiving benefits under the WEC Energy Group Plan upon his retirement as Executive Chairman.

  167. PENSION BENEFITS AT FISCAL YEAR-END 2024

    | WEC Energy Group | P-65 | 2025 Proxy Statement |

  168. The WEC Energy Group Plan

    The WEC Energy Group Plan Many of our regular full-time and part-time employees, including Messrs. Lauber and Garvin, participate in the WEC Energy Group Plan. The WEC Energy Group Plan bases a participant’s defined benefit pension on the value of a hypothetical account balance. For individuals participating in the WEC Energy Group Plan as of December 31, 1995, a starting account balance was created equal to the present value of the benefit accrued as of December 31, 1994, under the plan benefit formula prior to the change to a cash balance approach. That formula provided a retirement income based on years of credited service and average compensation (consisting of base salary and annual incentive compensation) for the 36 highest consecutive months, with an adjustment to reflect the Social Security integrated benefit. In addition, individuals participating in the WEC Energy Group Plan as of December 31, 1995, received a special one-time transition credit amount equal to a specified percentage varying with age multiplied by credited service and 1994 base pay. The present value of the accrued benefit as of December 31, 1994, plus the transition credit, was also credited with interest at a stated rate. For 1996 through 2007, a participant received annual credits to the account equal to 5% of base pay (including WEC Energy Group 401(k) plan pre-tax deferrals and other items), plus an interest credit on all prior accruals equal to 4% plus 75% of the annual time-weighted trust investment return for the year in excess of 4%. From 2008 through 2013, the interest credit percentage was set at either the long-term corporate bond third segment rate, published by the Internal Revenue Service, or 4%, whichever was greater. Effective January 1, 2014, participants receive an annual credit to the account equal to 6% of base pay (including WEC Energy Group 401(k) plan pre-tax deferrals and other items), plus an interest credit on all prior accruals equal to a 5% fixed rate. For participants in the WEC Energy Group Plan on December 31, 2007 and December 31, 2013, their WEC Energy Group Plan benefit will never be less than the benefit accrued as of December 31, 2007 and December 31, 2013, respectively. The WEC Energy Group Plan benefit will be calculated under all three formulas to provide participants with the greater benefit; however, in calculating a participant’s benefit accrued as of December 31, 2007 and December 31, 2013, interest credits as defined under each of the prior WEC Energy Group Plan formulas will be taken into account but not any additional pay credits. Participants who were “grandfathered” as of December 31, 1995, as discussed below, will still receive the greater of the grandfathered benefit or the cash balance benefit. The life annuity payable under the WEC Energy Group Plan is determined by converting the hypothetical account balance credits into annuity form. Individuals who were participants in the WEC Energy Group Plan on December 31, 1995 were “grandfathered” so that they will not receive any lower retirement benefit than would have been provided under the formula in effect through December 31, 1995, had it continued. This amount continued to increase until December 31, 2010, at which time it was frozen. Upon retirement, participants will receive the greater of this frozen amount or the accumulated cash balance. For Mr. Lauber, estimated benefits under the cash balance plan formula are higher than under the grandfathered formula. Mr. Garvin does not participate in the grandfathered formula. Under the WEC Energy Group Plan, participants receive unreduced pension benefits upon reaching one of the following three thresholds: (1) age 65; (2) age 62 with 30 years of service; or (3) age 60 with 35 years of service. Pursuant to the Internal Revenue Code, only $345,000 of pension eligible earnings (base pay and annual incentive compensation) could be considered for purposes of the WEC Energy Group Plan in 2024.

  169. Supplemental Executive Retirement Plans and Individual Letter Agreements

    WEC Energy Group entered into an individual letter agreement with Mr. Klappa when he first commenced employment in 2003 to provide him with supplemental retirement benefits upon retirement at or after age 60. The supplemental retirement payments are intended to make the total retirement benefits payable to Mr. Klappa comparable to that which would have been received under the WEC Energy Group Plan as in effect on December 31, 1995, had the defined benefit formula then in effect continued until his retirement, calculated without regard to Internal Revenue Code limits, and as if Mr. Klappa had started participation in the WEC Energy Group Plan at age 27. As a result, pursuant to the terms of the agreement, which terminated upon Mr. Klappa’s retirement in May 2016, Mr. Klappa had 38.67 years of credited service under the WEC Energy Group Plan and the SERP upon his retirement. The Company entered into an agreement with Mr. Garvin when he was hired in April 2011 that provides for a supplemental pension benefit account, which was credited with $50,000. This account is credited with interest annually at the same rate as the WEC Energy Group Plan. The account balance vested in April 2021, when Mr. Garvin completed 10 years of service. The purpose of these agreements was to ensure that Messrs. Klappa and Garvin did not lose pension earnings by joining the executive management team at WEC Energy Group they otherwise would have received from their former employers. Without providing a means to retain these pension benefits, it would have been difficult for WEC Energy Group to attract these officers. The SPP provides for a mandatory lump sum payment upon a change in control if the executive’s employment is terminated within 18 months after the change in control. The Wisconsin Energy Corporation 2014 Rabbi Trust, a grantor trust, funds certain non-qualified benefits, including the SPP and the ILAs, as well as the Executive Deferred Compensation Plan and the Directors’ Deferred Compensation Plan. See “Potential Payments upon Termination or Change in Control” later in this proxy statement for additional information.

  170. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024 The following table reflects activity by the NEOs during 2024 in WEC Energy Group’s Executive Deferred Compensation Plan (the "EDCP") and Non-Qualified Retirement Savings Plan (the "NQRSP"), which are discussed below.

  171. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | Name | Plan Name | Executive Contributions in Last Fiscal Year (1) | Registrant Contributions in Last Fiscal Year (1) | Aggregate Earnings in Last Fiscal Year (2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year-End (3) | | | | ($) | ($) | ($) | ($) | ($) | | Scott J. Lauber | EDCP | 584,733 | 157,183 | 467,470 | — | 5,715,652 | | Xia Liu | EDCP | 1,132,020 | 72,531 | 370,688 | — | 4,175,260 | | | NQRSP | — | 108,797 | 48,481 | — | 317,317 | | Gale E. Klappa | EDCP | 22,861 | 11,303 | 262,194 | 2,102,381 | 1,309,352 | | | NQRSP | — | 214,851 | 108,522 | — | 1,404,928 | | Margaret C. Kelsey | EDCP | 110,545 | 49,369 | 163,970 | — | 1,294,548 | | | NQRSP | — | 74,053 | 61,940 | — | 424,812 | | Michael W. Hooper | EDCP | — | 300,000 | 55,520 | — | 355,520 | | | NQRSP | — | 7,800 | — | — | — | | Robert M. Garvin | EDCP | 39,625 | 19,420 | 173,500 | — | 1,730,858 |

  172. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    (1)All of the amounts are reported as compensation in the "Summary Compensation Table" of this proxy statement. The NQRSP contributions were earned in 2024, with the actual contribution being made in 2025. (2)$131,846, $245,804, $26,237, $53,671, and $991 of the reported amounts, which represent above-market earnings on compensation that was deferred into the Prime Rate Fund, are reported in the "Summary Compensation Table" of this proxy statement for Messrs. Lauber, Klappa, and Garvin, and Mmes. Liu and Kelsey, respectively. (3)$2,927,052, $3,377,569, $858,499, $2,541,814, and $713,447 of the reported amounts in the EDCP were reported as compensation in the Summary Compensation Tables in prior proxy statements for Messrs. Lauber, Klappa, and Garvin, and Mmes. Liu and Kelsey, respectively. Mr. Hooper became a named executive officer in 2024; therefore, no amounts were previously reported in prior proxy statements for him. The amount reported in this column for Mr. Klappa is lower than the previously reported amount because Mr. Klappa has been receiving distributions under the EDCP for several years. $275,201, $362,051, and $1,153,200 of the reported amounts in the NQRSP were reported as compensation in the Summary Compensation Tables in prior proxy statements for Mmes. Liu and Kelsey, and Mr. Klappa, respectively.

  173. Executive Deferred Compensation Plan

    Executive Deferred Compensation Plan WEC Energy Group maintains two executive deferred compensation plans in which the NEOs participate: the Legacy WEC Energy Group Executive Deferred Compensation Plan (the “Legacy EDCP”), and the WEC Energy Group Executive Deferred Compensation Plan (the “EDCP”) adopted effective January 1, 2005 to comply with Section 409A of the Internal Revenue Code. The Legacy EDCP provides that (1) amounts earned, deferred, vested, credited, and/or accrued as of December 31, 2004 are preserved and frozen (subject to appreciation in value of such amounts) so that these amounts are exempt from Section 409A and (2) no new employees may participate in the Legacy EDCP as of January 1, 2005. Since January 1, 2005, all deferrals have been made to the EDCP. The provisions of the EDCP as in effect on December 31, 2024 are described below, as are the payout provisions of the Legacy EDCP. The EDCP. Under the plan, a participant may defer up to 50% of his or her base salary, annual incentive compensation and vested awards of performance units. Stock option gains and vested restricted stock may not be deferred into the EDCP. Generally, deferral elections are made annually by each participant for the upcoming plan year. The Company maintains detailed records tracking each participant’s “account balance.” In addition to deferrals made by the participants, the Company may also credit each participant’s account balance by matching a certain portion of each participant’s deferral. Such deferral matching is determined by a formula taking into account the matching rate applicable under the Company’s 401(k) plan, the percentage of compensation subject to such matching rate, the participant’s gross compensation eligible for matching, and the amount of eligible compensation actually deferred. Also, in our discretion, the Company may credit any other amounts, as appropriate, to each participant’s account. Participants may elect to participate in the WEC Energy Group Common Stock Fund and/or the Prime Rate Fund. The Company tracks each participant’s account balance as though the balance was actually invested in these funds. Fund elections are not actual investments, but are elections chosen only for purposes of calculating market gain or loss on deferred amounts for the duration of the deferral period. Each participant may select the amount of deferred compensation to be allocated among the two measurement funds. Contributions and deductions may be made to each participant’s account based on the performance of the measurement fund(s) elected.

  174. Executive Deferred Compensation Plan

    The annual rate of return for the calendar year ended December 31, 2024 for the WEC Energy Group Common Stock Fund and the Prime Rate Fund was 2.16% and 8.5%, respectively. Each participant’s account balance is debited or credited periodically based on the performance of the measurement fund(s) elected by the participant. Subject to certain restrictions, participants may periodically make changes to their measurement fund elections. At the time of his or her deferral election, each participant may designate a prospective payout election for any or the entire amount deferred, plus any amounts debited or credited to the deferred amount as of the designated payout. Amounts deferred into the EDCP may not be withdrawn at the discretion of the participant and a change to the designated payout delays the initial payment at least five years beyond the originally designated payout date. In addition, the Company may not limit payout amounts in order to deduct such amounts under Section 162(m) of the Internal Revenue Code. The balance of a participant’s account is payable on his or her retirement in either a lump sum payout or in annual installments, at the election of the participant. Upon the death of a participant after retirement, payouts are made to the deceased participant’s beneficiary in the same manner as though such payout would have been made to the participant had the participant survived. In the event of a participant’s termination of employment prior to retirement, the participant may elect to receive a payout beginning the year after termination in the amount of his or her account balance as of the termination date either in a lump sum or in annual installments over a period of five years. Disability is not itself a payment event until the participant terminates employment with WEC Energy Group or its subsidiaries. A participant’s account balance will be paid out in a lump sum if the participant separates from service with WEC Energy Group or its subsidiaries within 18 months after a change in control of WEC Energy Group, as defined in the plan. The deferred amounts will be paid out of the general corporate assets or the assets of the Wisconsin Energy Corporation 2014 Rabbi Trust. The Legacy EDCP. At the time of his or her deferral election, each participant designated a prospective payout election for any or the entire amount deferred, plus any amounts debited or credited to the deferred amount as of the designated payout. A participant may elect, at any time, to withdraw part (a minimum of $25,000) or all of his or her account balance, subject to a withdrawal penalty of 10%. Payout amounts may be limited to the extent to which they are deductible by the Company under Section 162(m) of the Internal Revenue Code. The balance of a participant’s account is payable on his or her retirement in either a lump sum payout or in annual installments, at the election of the participant. Upon the death of a participant after retirement, payouts are made to the deceased participant’s beneficiary in the same manner as though such payout would have been made to the participant had the participant survived. In the event of a participant’s termination of employment prior to retirement, the participant may elect to receive a payout beginning the year after termination in the amount of his or her account balance as of the termination date either in a lump sum or in annual installments over a period of five years. Any participant who suffers from a continued disability will be entitled to the benefits of plan participation unless and until the committee administering the plan determines that the participant has been terminated for purposes of continued participation in the plan. Upon any such determination, the disabled participant is paid out as though the participant had retired. Except in certain limited circumstances, participants’ account balances will be paid out in a lump sum (1) upon the occurrence of a change in control, as defined in the plan, or (2) upon any downgrade of the Company’s senior debt obligations to less than “investment grade.” The deferred amounts will be paid out of the general corporate assets or the assets of the Wisconsin Energy Corporation 2014 Rabbi Trust.

  175. Non-Qualified Retirement Savings Plan

    Non-Qualified Retirement Savings Plan WEC Energy Group maintains the WEC Energy Group Non-Qualified Retirement Savings Plan (the “NQRSP”) to provide benefits to a select group of management and highly compensated employees who are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined contribution plan as established by the Internal Revenue Service. Effective January 1, 2015, all newly hired management employees receive an annual contribution equal to 6% of pension eligible wages (annual base salary and STPP payout) from the Company into WEC Energy Group’s 401(k) plan, which is a tax-qualified defined contribution plan. The NQRSP provides “make-whole” benefits to address the Internal Revenue Code limits on the amount of money that can be contributed to the 401(k) plan. Without the NQRSP, officers would receive a lower benefit as a percent of eligible compensation than the benefit received by other participants in the 401(k) plan. In addition to the compensation requirements, in order to be eligible to participate in the NQRSP the employee must be employed by WEC Energy Group or one of its subsidiaries on the last day of the plan year and have completed 1,000 hours of service during that year. Participants may elect to participate in the WEC Common Stock Fund or the Prime Rate Fund. The Company tracks each participant’s account balance as though the balance was actually invested in these funds. Fund elections are not actual investments, but are elections chosen only for purposes of calculating market gain or loss on contributed amounts until the account balance is paid out in full. Each participant may select the amounts to be allocated among the two measurement funds. Contributions and deductions may be made to each participant’s account based on the performance of the measurement fund(s) elected. The annual rate of return for the calendar year ended December 31, 2024 for the WEC Energy Group Common Stock Fund and the Prime Rate Fund was 2.16% and 8.5%, respectively. A participant’s account vests upon the earliest to occur of (i) completion of one year of service, (ii) a change in control of WEC Energy Group, (iii) death or (iv) reaching age 59-1/2. Based upon a participant’s payout election, account balances will be paid or begin to be paid upon a participant’s separation from service or death in either a lump sum or installments of two to 10 years. In the event of a termination of employment within 18 months of a change in control of WEC Energy Group, the participant’s account balance will be paid in a lump sum. Account balances will be paid out of the general corporate assets or the assets of the Wisconsin Energy Corporation 2014 Rabbi Trust.

  176. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below reflect the amount of compensation payable to each of our NEOs in the event of termination of each executive’s employment. These amounts are in addition to each NEO’s aggregate balance in the EDCP and/or, as applicable the NQRSP at fiscal year-end 2024, as reported in the "Aggregate Balance at Last Fiscal Year-End" column under “Nonqualified Deferred Compensation for Fiscal Year 2024.” The amount of compensation payable to each NEO (other than Mr. Klappa) upon voluntary termination, normal retirement, for-cause termination, involuntary termination (by the Company for any reason other than cause, death or disability or by the executive for “good reason”), termination following a “change in control,” disability, and death are set forth below. The amounts shown assume that such termination was effective as of December 31, 2024 and include amounts earned through that date, and are estimates of the amounts which would be paid out to the NEOs upon termination. The amounts shown under “Normal Retirement” assume the NEOs were retirement eligible with no reduction of retirement benefits. The amounts shown under “Termination Upon a Change in Control” assume the NEOs terminated employment as of December 31, 2024, which was within 18 months of a change in control of WEC Energy Group. The amounts reported in the row titled “Retirement Plans” in each table below are not in addition to the amounts reflected under “Pension Benefits at Fiscal Year-End 2024.” The actual amounts to be paid out can only be determined at the time of an officer’s termination of employment.

  177. Payments Made Upon Voluntary Termination or Termination for Cause, Death or Disability

    Payments Made Upon Voluntary Termination or Termination for Cause, Death or Disability In the event a NEO voluntarily terminates employment or is terminated for cause, death, or disability, the officer will receive: •accrued but unpaid base salary and, for termination by death or disability, prorated annual incentive compensation; •401(k) plan and EDCP account balances (Mr. Hooper would only be entitled to the Company's $300,000 EDCP contribution discussed previously in the event of death or disability) and, with respect to Mmes. Liu and Kelsey, and Mr. Hooper, their Non-Qualified Retirement Savings Plan balances; •the WEC Energy Group Plan cash balance; •in the case of death or disability, full vesting in all outstanding stock options, restricted stock, and performance units (otherwise, the ability to exercise already vested options within three months of termination) as well as vesting in the SERP and, with respect to Mr. Garvin, his ILA; and •if voluntary termination occurs after age 60, such termination is treated as a normal retirement. In addition, certain individuals designated by the Company, including the NEOs, are eligible to receive a supplemental disability benefit pursuant to the terms of the WEC Energy Group Supplemental Long-Term Disability Plan, in an amount equal to the difference between the actual amount of the benefit payable under the long term disability plan applicable to all employees and what such disability benefit would have been if calculated without regard to any limitation imposed by the broad-based plan on annual compensation recognized thereunder. NEOs are also entitled to the value of unused vacation days, if any, and for termination by death, benefits payable under the officer life insurance benefit if the NEO participates in such benefit.

  178. Payments Made Upon Normal Retirement

    Payments Made Upon Normal Retirement In the event of the retirement of a NEO, the officer will receive: •accrued but unpaid base salary and prorated annual incentive compensation; •full vesting in all outstanding stock options and a prorated amount of performance units; •full vesting in all retirement plans, including the WEC Energy Group Plan, SERP, and, with respect to Mr. Garvin, his ILA (Ms. Liu would be entitled to full vesting of her retirement income supplement); •401(k) plan and EDCP account balances and, with respect to Mmes. Liu and Kelsey, and Messrs. Klappa and Hooper, their Non-Qualified Retirement Savings Plan balances; and •the value of unused vacation days, if any. In addition to the receipt of these benefits by Mr. Klappa in connection with his retirement as Executive Chairman on May 9, 2024, the Compensation Committee accelerated the vesting of 30,539 shares of restricted stock. See "Summary Compensation Table" above for information regarding Mr. Klappa's prorated annual incentive compensation. See "Options Exercised and Stock Vested for Fiscal year 2024" for additional information regarding the vesting of Mr. Klappa's restricted stock and performance unit awards. The value of the 2024 stock option awards that vested upon Mr. Klappa's retirement (based on the excess of the market price of the Company's common stock on May 9, 2024 over the exercise price of such options) was $23,193. The stock options from the 2022 and 2023 awards that vested upon Mr. Klappa's retirement were underwater at the time of his retirement.

  179. Payments Made Upon Termination of Employment in Connection with a Change in Control

    Payments Made Upon Termination of Employment in Connection with a Change in Control Pursuant to the terms of the SPP, retirement benefits are paid to all participating NEOs upon termination of employment within 18 months of a change in control. Pursuant to the terms of the WEC Energy Group Omnibus Stock Incentive Plan, amended and restated effective as of May 6, 2021, in the event the NEO's termination of employment occurs within 24 months following a change in control: •all outstanding stock options will vest and become immediately exercisable, and •all unvested shares of restricted stock will vest as of the date of termination.

  180. Payments Made Upon Termination of Employment in Connection with a Change in Control

    | WEC Energy Group | P-70 | 2025 Proxy Statement |

  181. Payments Made Upon Termination of Employment in Connection with a Change in Control

    Pursuant to the terms of the WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2023, in the event an NEO’s employment is terminated after a change in control without cause or by the NEO for good reason, all unvested performance units will vest immediately at the target 100% rate.

  182. Payments under the Severance Pay Plan

    Payments under the Severance Pay Plan None of the NEOs have entered into an agreement that provides for severance benefits upon a change in control or otherwise. These officers are eligible to participate in the Company’s Severance Pay Plan, in which all management employees are eligible to participate. In the event a participant is involuntarily terminated, other than for cause, death, disability, retirement, or resignation, the participant is entitled to receive severance pay in an amount equal to the sum of: (1) 4% of the participant’s annual base salary and target bonus, plus (2) 4% of the participant’s annual base salary and target bonus multiplied by his or her completed years of service with the Company. The maximum amount of severance pay that can be received under the plan is twelve months of a participant’s annual base salary and target bonus.

  183. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company The following tables show the potential payments upon termination or a change in control of the Company for:

  184. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Executive Benefits and Payments Upon Separation | Voluntary Termination ($) | Normal Retirement ($) | For Cause Termination ($) | Involuntary Termination ($) | Termination Upon Change in Control ($) | Disability ($) | Death ($) | | Scott J. Lauber | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 2,712,283 | 2,712,283 | — | — | | Retention Agreement | — | — | — | — | — | 945,750 | 945,750 | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 3,383,935 | — | — | 7,111,023 | 7,111,023 | 7,111,023 | | Restricted Stock | — | — | — | — | 1,812,715 | 1,812,715 | 1,812,715 | | Options | — | 507,304 | — | — | 507,304 | 507,304 | 507,304 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 1,918,824 | 1,918,824 | 1,918,824 | 1,918,824 | 1,918,824 | 1,918,824 | 1,916,038 | | Health and Welfare Benefits | — | — | — | 11,408 | 11,408 | — | — | | Death Benefit | — | — | — | — | — | — | — | | Total | 1,918,824 | 5,810,063 | 1,918,824 | 4,642,515 | 14,073,557 | 12,295,616 | 12,292,830 |

  185. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Xia Liu | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 306,548 | 306,548 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 1,388,030 | — | — | 2,859,004 | 2,859,004 | 2,859,004 | | Restricted Stock | — | — | — | — | 733,888 | 733,888 | 733,888 | | Options | — | 194,468 | — | — | 194,468 | 194,468 | 194,468 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | 1,230,526 | — | — | — | — | — | | Health and Welfare Benefits | — | — | — | 11,408 | 11,408 | — | — | | Death Benefit | — | — | — | — | — | — | 2,486,000 | | Total | — | 2,813,024 | — | 317,956 | 4,105,316 | 3,787,360 | 6,273,360 |

  186. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Margaret C. Kelsey | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 353,085 | 353,085 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 709,438 | — | — | 1,466,272 | 1,466,272 | 1,466,272 | | Restricted Stock | — | — | — | — | 380,862 | 380,862 | 380,862 | | Options | — | 100,563 | — | — | 100,563 | 100,563 | 100,563 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | — | — | — | — | — | — | | Health and Welfare Benefits | — | — | — | 11,408 | 11,408 | — | — | | Death Benefit | — | — | — | — | — | — | 1,892,000 | | Total | — | 810,001 | — | 364,493 | 2,312,190 | 1,947,697 | 3,839,697 |

  187. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | WEC Energy Group | P-71 | 2025 Proxy Statement |

  188. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Executive Benefits and Payments Upon Separation | Voluntary Termination ($) | Normal Retirement ($) | For Cause Termination ($) | Involuntary Termination ($) | Termination Upon Change in Control ($) | Disability ($) | Death ($) | | Michael W. Hooper | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 46,800 | 46,800 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 283,343 | — | — | 850,028 | 850,028 | 850,028 | | Restricted Stock | — | — | — | — | 254,472 | 254,472 | 254,472 | | Options | — | 137,645 | — | — | 137,645 | 137,645 | 137,645 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | — | — | — | — | — | — | | Deferred Compensation Plan | — | — | — | — | — | 300,000 | 300,000 | | Health and Welfare Benefits | — | — | — | 11,408 | 11,408 | — | — | | Death Benefit | — | — | — | — | — | — | 1,950,000 | | Total | — | 420,988 | — | 58,208 | 1,300,353 | 1,542,145 | 3,492,145 |

  189. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Robert M. Garvin | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 555,260 | 555,260 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 633,736 | — | — | 1,311,858 | 1,311,858 | 1,311,858 | | Restricted Stock | — | — | — | — | 340,237 | 340,237 | 340,237 | | Options | — | 90,335 | — | — | 90,335 | 90,335 | 90,335 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 1,184,455 | 1,184,455 | 1,184,455 | 1,184,455 | 1,184,455 | 1,184,455 | 1,180,388 | | Health and Welfare Benefits | — | — | — | 11,408 | 11,408 | — | — | | Death Benefit | — | — | — | — | — | — | 1,700,000 | | Total | 1,184,455 | 1,908,526 | 1,184,455 | 1,751,123 | 3,493,553 | 2,926,885 | 4,622,818 |

  190. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The primary objective of our executive compensation program is to provide a competitive, performance-based plan that enables the Company to attract and retain key individuals and to reward them for achieving both the Company’s short-term and long-term goals without creating an incentive for our NEOs to take excessive risks. In line with this objective, the Company’s general pay practice for all management employees is to target the median pay for each individual’s position at comparably sized companies. For 2024, the annual total compensation of Mr. Lauber of $10,948,091, as shown in the Summary Compensation Table above (“CEO Compensation”), was approximately 81 times the annual total compensation of the median employee of $134,997. We identified the median employee as of December 31, 2022, using total wages and earnings paid during the rolling 12-month period ended December 31, 2022, as reflected in our internal payroll records (including, without limitation, base salary, wages plus overtime, and annual cash incentive payments, as applicable), for all individuals who were employed by us or any of our consolidated subsidiaries on December 31, 2022 (whether employed on a full-time, part-time, seasonal or temporary basis and including union and non-union employees). After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO Compensation, which includes annual salary, bonus, change in pension value and 401(k) matching by the Company. We decided to use December 31, the last day of our fiscal year, for administrative convenience to align with other fiscal year-end calculations. To provide further context to our pay practices, due to the complexity of the work associated with operating public utilities, our workforce tends to be more highly skilled than workforces at companies in other industries. Additionally, our employees often work for the Company for long periods of time; our average employee tenure is 13.2 years.

  191. PAY RATIO DISCLOSURE

    | WEC Energy Group | P-72 | 2025 Proxy Statement |

  192. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As described in more detail in “Compensation Discussion and Analysis,” the Company’s 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 our 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 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, the Company utilizes several performance measures to align executive compensation with Company 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.

  193. PAY VERSUS PERFORMANCE DISCLOSURE

    | 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 $100 investment based on: ($) | | Net Income ($) (in millions) | Company Selected Measure | | | Lauber | Fletcher | Lauber | Fletcher | | | (4) WEC TSR | (5) Peer Group TSR | | (6)Adjusted Earnings Per Share (diluted) ($) | | 2024 | 10,948,091 | — | 16,220,714 | — | 4,739,937 | 4,816,652 | 119.66 | 122.96 | 1,527.2 | 4.88 | | 2023 | 9,552,179 | — | 5,707,745 | — | 5,188,505 | 2,920,498 | 103.04 | 105.56 | 1,331.7 | 4.63 | | 2022 | 8,149,461 | 8,151,511 | 9,721,228 | 17,332,947 | 4,358,213 | 5,256,205 | 110.80 | 113.90 | 1,408.1 | 4.45 | | 2021 | — | 18,481,871 | — | 14,249,651 | 4,911,241 | 4,273,523 | 111.34 | 111.43 | 1,300.3 | 4.11 | | 2020 | — | 18,136,171 | — | 15,590,856 | 4,686,918 | 4,030,865 | 102.49 | 95.16 | 1,199.9 | 3.79 |

  194. PAY VERSUS PERFORMANCE DISCLOSURE

    (1)On February 1, 2022, Mr. Lauber succeeded Mr. Fletcher as CEO. (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 Messrs. Lauber, and the average CAP to our non-PEO NEOs for the 2024 fiscal year, the following adjustments were made to the SCT total compensation:

  195. PAY VERSUS PERFORMANCE DISCLOSURE

    | WEC Energy Group | P-73 | 2025 Proxy Statement |

  196. SCT to CAP Reconciliation

    (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: •2024: Messrs. Klappa, Hooper, and Garvin, and Mmes. Liu and Kelsey •2022 and 2023: Messrs. Klappa and Garvin, and Mmes. Liu and Kelsey •2021: Messrs. Klappa and Lauber, and Mmes. Liu and Kelsey •2020: Messrs. Lauber, Klappa, Garvin, and Kuester, 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) Represents the Total Shareholder Return ("TSR") of the Custom Peer Index Group, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. For information about the Custom Peer Index Group see "Performance Graph" in the Company's 2024 Annual Report. (6) For 2024 and 2023, the Company Selected Measure was adjusted (non-GAAP) earnings per share which excludes a $0.06 per share charge and a $0.41 per share non-cash charge, respectively to earnings related to the Illinois Commerce Commission's disallowance of certain capital costs. See Appendix A on page P-90 for a full reconciliation of GAAP to non-GAAP earnings per share. The prior years reported in this table each show the Company's earnings per share on a GAAP basis.

  197. Most Important Performance Measures

    Most Important Performance Measures The following represents the most important financial performance measures used by WEC Energy Group to link compensation actually paid to each NEO for 2024, the most recently completed fiscal year, to company performance:

  198. Most Important Performance Measures

    | Adjusted Earnings Per Share | Net Income | Cash Flow | Return on Equity |

  199. Most Important Performance Measures

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

  200. Most Important Performance Measures

    | WEC Energy Group | P-74 | 2025 Proxy Statement |

  201. Supplemental Graphs

    Supplemental Graphs The following graphs and descriptions are provided in accordance with Item 402(v) of Regulation S-K to show the relationships between the compensation actually paid for each of the PEOs, as well as the other NEOs as a group, to 1) the cumulative TSR of the Company as it relates to the TSR of the Custom Peer Index Group, 2) net income, and 3) adjusted earnings per share, which is also the Company-selected performance measure for the 2024 fiscal year. In 2022, Mr. Fletcher was succeeded by Mr. Lauber as CEO. Mr. Fletcher’s “compensation actually paid” includes the accelerated vesting of all unvested long-term incentive awards upon his retirement.

  202. Proposal to Eliminate Provisions Requiring a Supermajority Vote from our Bylaws

    Proposal to Eliminate Provisions Requiring a Supermajority Vote from our Bylaws Article XI, Section 11.04 of our Bylaws currently requires the affirmative vote of at least eighty percent (80%) of the aggregate number of votes which the holders of then outstanding shares of our stock are entitled to cast in the election of directors in order to amend the following provisions: •Article I, Section 1.09 (relating to stockholder unanimous consent without a meeting); •Article II, Section 2.01 (relating to the number of directors constituting the Board of Directors); •Article II, Section 2.02 (relating to the term of office of directors); •Article II, Section 2.04 (relating to the removal of a director); •Article II, Section 2.09 (relating to the notice of meetings); •Article V (relating to indemnification by the Company of directors and officers); and •Article XI, Section 11.04 (relating to the vote required for certain Bylaw amendments). If Proposal 5 is approved by our stockholders, Article XI, Section 11.04 would be repealed in its entirety and the voting standard for approval of any future amendments to the other Bylaw provisions listed above would be by the affirmative vote of a majority of the votes cast at a stockholders meeting at which a quorum is present, unless otherwise required by law. In addition, Article II, Section 2.04 of our Bylaws currently provides that a director may be removed from office only by affirmative vote by a majority if for cause, or at least 80% if without cause, of the aggregate number of votes which the holders of the then outstanding shares of stock are entitled to cast in the election of directors. If Proposal 5 is approved by our stockholders a director may be removed from office, with or without cause, by a majority of votes cast at a stockholders meeting at which quorum is present. As such, Article II, Section 2.04 would be replaced in its entirety as shown below, with underlined text showing additions and strikethrough showing where text has been deleted: