DEF 14A of Wec Energy Group, Inc., Mar 28, 2024

DEF 14A of Wec Energy Group, Inc.

Filed Mar 28, 2024 · FY20230000930413-24-001170

Open on EDGAR

  1. Board Oversight

    | • | Short- and long-term strategy and major strategic initiatives | | • | Leadership succession planning | | • | Code of Business Conduct | | • | Corporate sustainability, including risks and opportunities created by climate change | | • | Regular reporting from Board committees on specific risk oversight responsibilities |

  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 18, 2024. All of the director nominees were elected at the 2023 Annual Meeting of Stockholders. Additional information regarding our director nominees, including a detailed skills matrix, begins on P-12. See P-14 for diversity characteristics self-identified by each director.

  3. The Director Nominees at a Glance

    | WEC Energy Group | P-11 | 2024 Proxy Statement |

  4. The Director Nominees at a Glance

    | PROPOSAL 1: ELECTION OF DIRECTORS – TERMS EXPIRING IN 2025 |

  5. The Director Nominees at a Glance

    | What am I voting on? Stockholders are being asked to elect 12 director nominees each for a one-year term. | Voting Recommendation: ✓ FOR the election of each Director Nominee. The Board of Directors and Corporate Governance Committee believe the 12 director nominees possess the experience and qualifications necessary to provide effective oversight of the Company and the long-term interests of its stockholders. |

  6. 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 12 nominees for election as directors at our annual meeting. Each nominee, if elected, will serve until the 2025 Annual Meeting of Stockholders, or until a successor is duly elected and qualified.

  7. The Director Nominees at a Glance

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

  8. The Director Nominees at a Glance

    | • | All director nominees currently serve as directors on our Board. All nominees were elected by our stockholders at our 2023 Annual Meeting of Stockholders, each having received at least 91.73% of the votes cast. | | • | All director nominees are independent with the exception of Directors Klappa and Lauber, who are employees of the Company. If elected, Director Klappa will transition from Executive Chairman to Non-Executive Chairman of the Board following the Company’s annual stockholder meeting. While Director Klappa will no longer be an employee of the company, he will remain non-independent due to his prior service as an executive officer. | | • | 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 12 persons in the election of directors. |

  9. The Director Nominees at a Glance

    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.

  10. The Director Nominees at a Glance

    | WEC Energy Group | P-12 | 2024 Proxy Statement |

  11. 2024 DIRECTOR NOMINEES FOR ELECTION

    2024 DIRECTOR NOMINEES FOR ELECTION The following 12 individuals have been nominated for election to the Board of Directors at the 2024 Annual Meeting of Stockholders. Biographical information for each director nominee is set forth below. Ages are as of January 18, 2024, the date each person was designated as a nominee of the Board for election at the Meeting.

  12. 2024 DIRECTOR NOMINEES FOR ELECTION

    | Ave M. Bie | Independent |

  13. 2024 DIRECTOR NOMINEES FOR ELECTION

    | | Age: 66 Director Since: 2023 Board Committee: Audit and Oversight |

  14. 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.

  15. Other Public Directorships

    Other Public Directorships None

  16. Director Qualifications

    Director Qualifications 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 the Quarles law firm, 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.

  17. Director Qualifications

    | Curt S. Culver | Independent |

  18. Director Qualifications

    | | Age: 71 Director Since: 2004 Board Committees: Corporate Governance; Executive; Finance (Chair) |

  19. Professional Experience

    Professional Experience MGIC Investment Corporation and Mortgage Guaranty Insurance Corporation - Non-Executive Chairman of the Board since 2015. MGIC Investment Corporation is the parent company of Mortgage Guaranty Insurance Corporation, a private mortgage insurance company.

  20. Other Public Directorships

    Other Public Directorships Director of MGIC Investment Corporation since 1999.

  21. Director Qualifications

    Director Qualifications Having served for 15 years as the CEO of Mortgage Guaranty Insurance Corporation and its parent company, MGIC Investment Corporation, Director Culver brings to our Board of Directors a strong working knowledge of the strategic, operational, financial, and public policy issues facing a large, regulated, publicly-held company headquartered in Milwaukee Wisconsin. His expertise in risk management and oversight is particularly valuable in his service as chair of the Finance Committee, while his insurance industry experience puts him in a position to lead the Committee’s evaluation of the Company’s overall financial risk management program. Director Culver’s broad corporate governance experience, developed from his extensive past and present service on the MGIC boards, as well as those of several highly-visible Milwaukee-area non-profit entities and two private for-profit organizations, is of great value to the Board as it carries out its oversight responsibilities, including the duties of the Corporate Governance Committee, of which he is a member.

  22. Director Qualifications

    | WEC Energy Group | P-18 | 2024 Proxy Statement |

  23. Director Qualifications

    | Danny L. Cunningham | Independent |

  24. Director Qualifications

    | | Age: 68 Director Since: 2018 Board Committees: Audit and Oversight (Chair); Executive |

  25. Professional Experience

    Professional Experience 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.

  26. Other Public Directorships

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

  27. 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.

  28. Director Qualifications

    | William M. Farrow III | Independent |

  29. Director Qualifications

    | | Age: 68 Director Since: 2018 Board Committees: Compensation; Corporate Governance (Chair); Executive |

  30. 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.

  31. 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.

  32. Director Qualifications

    Director Qualifications 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.

  33. Director Qualifications

    | WEC Energy Group | P-19 | 2024 Proxy Statement |

  34. Director Qualifications

    | Cristina A. Garcia-Thomas | Independent |

  35. Director Qualifications

    | | Age: 54 Director Since: 2021 Board Committee: Corporate Governance |

  36. Professional Experience

    Professional Experience Advocate Health (formerly Advocate Aurora Health) - Senior Vice President and Chief Diversity, Equity and Inclusion Officer since December 2022; 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 since December 2022. Advocate National Center for Health Equity is a non-profit center innovating strategies for equitable health and health care for all.

  37. Other Public Directorships

    Other Public Directorships None

  38. 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 diversity, equity and inclusion. Since joining Advocate Health - the largest employer in the Milwaukee region - in 2011, she has 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 has 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.

  39. Director Qualifications

    | Maria C. Green | Independent |

  40. Director Qualifications

    | | Age: 71 Director Since: 2019 Board Committees: Audit and Oversight; Finance |

  41. 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.

  42. Other Public Directorships

    Other Public Directorships Director of Tennant Co. since 2019. Director of Littelfuse Inc. since 2020. Director of Fathom Digital Manufacturing Corporation since 2021.

  43. Director Qualifications

    Director Qualifications 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.

  44. Director Qualifications

    | WEC Energy Group | P-20 | 2024 Proxy Statement |

  45. Director Qualifications

    | Gale E. Klappa | Executive Chairman |

  46. Director Qualifications

    | | Age: 73 Director Since: 2003 Board Committee: Executive (Chair) |

  47. Professional Experience

    Professional Experience WEC Energy Group, Inc. - Executive Chairman since February 2019; Chairman of the Board and CEO, 2004 to May 2016 and October 2017 to February 2019; Non-Executive Chairman of the Board, May 2016 to October 2017; President, 2003 to August 2013. Wisconsin Electric Power Company (subsidiary of WEC Energy Group) - 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. Director of Wisconsin Electric Power Company, 2003 to May 2016 and January 2018 to April 2024 (planned). Chairman Klappa also serves (until May 2024) as a director of several other major subsidiaries of WEC Energy Group.

  48. Other Public Directorships

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

  49. 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. 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. If elected, Director Klappa will transition from Executive Chairman to Non-Executive Chairman of the Board following the Company’s Annual Meeting of Stockholders.

  50. Director Qualifications

    | Thomas K. Lane | Independent Lead Director |

  51. Director Qualifications

    | | Age: 67 Director Since: 2020 Board Committees: Audit and Oversight ; Compensation; Executive |

  52. 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.

  53. 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.

  54. Director Qualifications

    Director Qualifications 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 has held responsibility for establishing and executing the firm’s investment strategies, which include 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.

  55. Director Qualifications

    | WEC Energy Group | P-21 | 2024 Proxy Statement |

  56. Director Qualifications

    | Scott J. Lauber | President and CEO |

  57. Director Qualifications

    | | Age: 58 Director Since: 2022 Board Committee: None |

  58. 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 since January 2022; Executive Vice President from June 2020 to December 2021; Executive Vice President and CFO from April 2016 to October 2018 and from October 2019 to June 2020; Executive Vice President, CFO and Treasurer from October 2018 to October 2019. 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.

  59. Other Public Directorships

    Other Public Directorships None

  60. Director Qualifications

    Director Qualifications Director Lauber has more than 30 years of experience working at WEC Energy Group and/or its subsidiaries and has held senior leadership levels for the past 12 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. As President and Chief Executive Officer of WEC Energy Group’s major utilities in Wisconsin, Michigan and Minnesota, 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.

  61. Director Qualifications

    | Ulice Payne, Jr. | Independent |

  62. Director Qualifications

    | | Age: 68 Director Since: 2003 Board Committees: Compensation (Chair); Executive; Finance |

  63. Professional Experience

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

  64. Other Public Directorships

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

  65. 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.

  66. Director Qualifications

    | WEC Energy Group | P-22 | 2024 Proxy Statement |

  67. Director Qualifications

    | Mary Ellen Stanek | Independent |

  68. Director Qualifications

    | | Age: 67 Director Since: 2012 Board Committee: Finance |

  69. 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 - Co-Chief Investment Officer since 2022; Chief Investment Officer 2000 to 2022. Baird Advisors is an institutional fixed income investment advisor. Baird Funds, Inc. - President since 2000. Baird Funds is a publicly registered investment company.

  70. Other Public Directorships

    Other Public Directorships Trustee of The Northwestern Mutual Life Insurance Company 2009 to June 2023.

  71. Director Qualifications

    Director Qualifications 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.

  72. Director Qualifications

    | Glen E. Tellock | Independent |

  73. Director Qualifications

    | | Age: 62 Director Since: 2022 Board Committee: Audit and Oversight |

  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 environmental, social and governance 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 • 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 • Legal and regulatory risks and compliance, including: • Data privacy and security, including cyber, physical and operating technology • Electric reliability standards • Environmental • Government relations, including political spending and lobbying • Litigation | • Compensation practices and programs • 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 management | | 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 2023. Directors who are also employees of the Company do not receive additional compensation for service as a director.

  78. 2023 Compensation of the Board of Directors

    | Compensation Element | 2023 Non-Management Director Compensation Program | | Annual Cash Retainer Fee | $110,000 paid in $27,500 quarterly increments | | Annual Independent Lead Director Retainer Fee | $30,000 paid in $7,500 quarterly increments | | Annual Equity Retainer | $150,000 in restricted stock, which vests one year from grant date | | Annual Committee Chair Fees • Audit and Oversight • Compensation • Corporate Governance • Finance | $20,000 paid in $5,000 quarterly increments $20,000 paid in $5,000 quarterly increments $15,000 paid in $3,750 quarterly increments $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 |

  79. Director Compensation Table

    Director Compensation Table The following table summarizes the total compensation received during 2023 by each director serving as a non-management director of WEC Energy Group at any time in 2023.

  80. 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 | 110,000 | 150,000 | — | — | — | — | 260,000 | | Curt S. Culver | 125,000 | 150,000 | — | — | — | 21,947 | 296,947 | | Danny L. Cunningham | 130,000 | 150,000 | — | — | — | — | 280,000 | | William M. Farrow III | 140,000 | 150,000 | — | — | — | — | 290,000 | | Cristina A. Garcia-Thomas | 110,000 | 150,000 | — | — | — | — | 260,000 | | Maria C. Green | 110,000 | 150,000 | — | — | — | — | 260,000 | | Thomas K. Lane | 130,000 | 150,000 | — | — | — | — | 280,000 | | Ulice Payne, Jr. | 130,000 | 150,000 | — | — | — | 20,509 | 300,509 | | Mary Ellen Stanek | 110,000 | 150,000 | — | — | — | — | 260,000 | | Glen E. Tellock | 110,000 | 150,000 | — | — | — | — | 260,000 |

  81. Director Compensation Table

    | (1) Each director held 1,661 shares of restricted stock as of the close of business on December 31, 2023. |

  82. Stock Awards

    Stock Awards On January 3, 2023, each current non-management director received his or her 2023 annual equity retainer in the form of restricted stock equal to a value of $150,000. 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.

  83. 2024 Compensation of the Board of Directors

    2024 Compensation of the Board of Directors 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. Consistent with recommendations from FW Cook, the Committee recommended, and the Board approved, that in this role, Mr. Klappa will 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 will receive an additional annual retainer fee of $187,500. For 2024, Mr. Klappa will receive prorated amounts of the fees to recognize his service as Non-Executive Chairman for part of the year. Mr. Klappa will not receive any restricted stock in 2024 in connection with his service as Non-Executive Chairman.

  84. 2023 Performance Highlights

    | * These measures are a component of our short-term incentive compensation program. |

  85. 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.

  86. 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 2023 program. As shown in the charts below, 87% of Mr. Lauber’s 2023 total direct compensation and an average of 82% of the other NEOs’ 2023 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 2023, including FW Cook’s recommendations with respect to each component.

  87. 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, formerly known as Willis Towers Watson, and Aon Radford. FW Cook also analyzed the compensation data from a peer group of 19 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 $2.8 billion and $25.6 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:

  88. Competitive Benchmarking

    | • | Diversified, technically sophisticated utility operations (e.g., multiple utilities, electric utilities); and | | • | Minimal non-regulated business. |

  89. Competitive Benchmarking

    These criteria resulted in a comparison group of 19 companies with median revenues and market capitalization of approximately $11.2 billion and $21.5 billion, respectively. The comparison group utilized for purposes of 2023 compensation includes the same 19 companies as the previous year’s comparison group, which are listed below.

  90. Competitive Benchmarking

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

  91. Competitive Benchmarking

    The Compensation Committee approved this comparison group.

  92. Competitive Benchmarking

    | WEC Energy Group | P-45 | 2024 Proxy Statement |

  93. 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. 2023 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. The year-end 2023 target awards for each NEO are set forth in the chart below.

  94. ANNUAL CASH INCENTIVE COMPENSATION

    | Executive Officer | Target STPP Award as a Percentage of Base Salary | | Mr. Lauber | 140% | | Ms. Liu | 80% | | Mr. Klappa | 140% | | Ms. Kelsey | 75% | | Mr. Garvin | 70% |

  95. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-46 | 2024 Proxy Statement |

  96. ANNUAL CASH INCENTIVE COMPENSATION

    The target award levels of each NEO reflect median incentive compensation practices as indicated by the market data. For 2023, 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 fund the capital plan, which we were able to do without issuing equity through 2023, 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. In order to help fund the incremental growth in our new 5-year capital plan (2024-2028), we plan to issue new equity through our stock purchase and dividend reinvestment plan, benefit plans, and an at-the-market program, which we believe will continue to support our ability to deliver on the Company’s financial plan. 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. 2023 Financial Goals under the STPP. The Compensation Committee adopted the 2023 STPP with a continued focus on financial results. In December 2022, 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 2023. 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. In January 2023, 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.

  97. ANNUAL CASH INCENTIVE COMPENSATION

    | Earnings Per Share Performance Goal | Earnings Per Share CAGR | Payout Level | | $4.56 | 5.8% | 25% | | $4.57 | 6.0% | 50% | | $4.58 | 6.3% | 100% | | $4.60 | 6.7% | 135% | | $4.62 | 7.2% | 200% |

  98. 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 2023, 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 2022 base of $4.31 per share, which represented the mid-point of the original 2022 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 recognized that achievement of earnings per share within the Company’s 2023 guidance range of $4.58 to $4.62 per share would be in-line with meeting the Company’s 5-year CAGR growth plan. Therefore, the Committee tied the target (100%) and maximum payout levels (200%) to 6.3% and 7.2% CAGRs, respectively, which would equate to earnings per share at the low and high ends of the Company’s 2023 guidance range. The above-target payout level was tied to achievement of a 6.7% CAGR, or earnings per share of $4.60, the mid-point of the Company’s guidance range. In January 2023, the Compensation Committee approved the performance goals under the STPP for WEC Energy Group’s cash flow as set forth in the chart below ($ in millions).

  99. ANNUAL CASH INCENTIVE COMPENSATION

    | Cash Flow | Payout Level | | $1,950 | 25% | | $2,000 | 50% | | $2,050 | 100% | | $2,100 | 135% | | $2,175 | 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

  101. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-47 | 2024 Proxy Statement |

  102. ANNUAL CASH INCENTIVE COMPENSATION

    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. 2023 Financial Performance under the STPP. In January 2024, the Compensation Committee reviewed our actual performance for 2023 against the financial, operational and social performance goals established under the STPP, subject to final audit. WEC Energy Group’s 2023 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 $4.22 for 2023, which includes a $0.41 per share non-cash charge to earnings related to the Illinois Commerce Commission’s (the “ICC”) disallowance of $178.9 million of previously incurred capital costs as part of its decisions in the rate cases of the Company’s Illinois utilities. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $4.63. The ICC’s disallowance of previously incurred capital costs is highly unusual and not indicative of WEC Energy Group’s operating performance. 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. WEC Energy Group’s cash flow, based on Adjusted Cash From Operations, was $3,032.0 million. In addition, our cash flow result is not a measure of financial performance under GAAP. By satisfying the maximum payout level with respect to these financial measures, the NEOs earned 200% of the target award from the financial goal component of the STPP. 2023 WEC Energy Group Operational and Social Performance Goals under the STPP. In December 2022 and January 2023, 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, supplier and workforce diversity, and safety 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). 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 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 2023, as well as WEC Energy Group’s performance against these goals:

  103. 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 | <79.5% | 79.5% - 82.3% | >82.3% | 82.8% | | Transaction | <82.1% | 82.1% - 84.3% | >84.3% | 85.5% | | Safety: | -2.50% | 0.00% | +2.50% | | | DART-recordable injuries | >126 | 71 - 126 | <71 | 70 | | Lost-time injuries | >48 | 24 - 48 | <24 | 31 | | Diversity: | -2.50% | 0.00% | +2.50% | | | Supplier ($ in Millions) | <193.0 | 193.0 - 252.0 | >252.0 | 333.7 | | Workforce - Assessment | Not Met | Met | Exceeded | Exceeded |

  104. ANNUAL CASH INCENTIVE COMPENSATION

    WEC Energy Group’s performance against the customer satisfaction, safety and diversity goals generated an 8.75% increase to the compensation awarded under the STPP for 2023. With respect to the safety goals, performance against the goals for DART recordable injuries generated a 1.25% increase while performance against the lost-time injury goals did not increase or decrease the compensation awarded.

  105. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-48 | 2024 Proxy Statement |

  106. ANNUAL CASH INCENTIVE COMPENSATION

    The Compensation Committee retains the right to exercise discretion in adjusting awards under the STPP when it deems appropriate, but did not factor individual contributions into determining the amount of the awards for the NEOs for 2023. Because the Company’s performance against the financial, operational and social goals resulted in significant STPP awards in 2023, the Compensation Committee determined that no further adjustments based upon individual contributions or otherwise were appropriate. Based upon the Company’s performance against the financial, operational and social goals established by the Compensation Committee, Mr. Lauber received annual incentive cash compensation under the STPP of $3,145,494 for 2023. This represented 290% of his annual base salary. Mmes. Liu and Kelsey, and Messrs. Klappa and Garvin, each received annual cash incentive compensation for 2023 under the STPP equal to 166%, 155%, 290%, and 144% of their respective annual base salaries, representing 208.75% of the target award for each officer.

  107. 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. On December 1, 2022, the Compensation Committee amended and restated the Performance Unit Plan, effective as of January 1, 2023 (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 2021 and 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.

  108. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-49 | 2024 Proxy Statement |

  109. 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 2023 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 2023 the Compensation Committee determined that the long-term incentive awards would be weighted 65% performance units, 20% stock options, and 15% restricted stock for the NEOs, other than Mr. Klappa. These weightings also apply to all other eligible employees. Target values also were presented to and approved by the Compensation Committee in December 2022. Consistent with prior years, the Compensation Committee determined that Mr. Klappa’s 2023 long-term incentive award would be weighted 25% performance units, 15% stock options, and 60% restricted stock. Mr. Klappa’s tenure as the Company’s Executive Chairman is scheduled to end in May 2024. Therefore, 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. 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. All of the NEOs’ long-term incentive awards were within this target range for 2023. The following provides the 2023 target long-term incentive award value for each NEO:

  110. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Target LTI Award as a Percentage of Base Salary | | Mr. Lauber | 414% | | Ms. Liu | 240% | | Mr. Klappa | 350% | | Ms. Kelsey | 160% | | Mr. Garvin | 160% |

  111. LONG-TERM INCENTIVE COMPENSATION

    Effective for the 2024 long-term incentive awards, the Compensation Committee adjusted the weighting of the awards. Performance units will continue to be weighted 65% and restricted stock and stock options will be weighted 20% and 15%, respectively. After considering FW Cook’s market compensation and data analysis, the Compensation Committee determined this weighting was more closely aligned with current market trends. 2023 Stock Option Grants. In December 2022, the Compensation Committee approved the grant of stock options to each of our NEOs and established an overall pool of options that were granted to approximately 165 other employees. The annual option grants to the NEOs were made effective January 3, 2023, the first trading day of 2023. 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. The January 2023 options were granted in accordance with our standard practice of making annual stock option grants effective on the first trading day of each year, and the timing of all of the grants was not tied to the timing of any release of material information. All 2023 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-66 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 2023:

  112. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Options Granted | | Mr. Lauber | 46,270 | | Ms. Liu | 19,855 | | Mr. Klappa | 32,255 | | Ms. Kelsey | 10,070 | | Mr. Garvin | 8,965 |

  113. LONG-TERM INCENTIVE COMPENSATION

    2023 Restricted Stock Awards. In December 2022, the Compensation Committee also approved the grant of restricted stock to each of our NEOs and established an overall pool of restricted stock that was granted to approximately 165 other employees. The grants were made effective January 3, 2023. 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. In light of

  114. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-50 | 2024 Proxy Statement |

  115. LONG-TERM INCENTIVE COMPENSATION

    Mr. Klappa’s expected tenure as 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. See “Potential Payments upon Termination or Change in Control” beginning on page P-66 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. 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 $96.496 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, 2022, and ending on December 14, 2022. 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. 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 2023:

  116. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Restricted Stock Granted | | Mr. Lauber | 6,926 | | Ms. Liu | 2,972 | | Mr. Klappa | 25,751 | | Ms. Kelsey | 1,507 | | Mr. Garvin | 1,342 |

  117. LONG-TERM INCENTIVE COMPENSATION

    2023 Performance Units. In December 2022, the Compensation Committee approved the grant of performance units to each of our NEOs and approved a pool of performance units that were granted to approximately 165 other employees. 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 2023 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, 2025, as compared to the total stockholder return of the custom peer group described below (55% weight), and 2) 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 2023 performance unit peer group against which WEC Energy Group’s performance will be measured includes:

  118. 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. | |

  119. 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. In December 2022, the Compensation Committee determined that Edison International (“EIX”) was no longer an appropriate peer comparison and approved the removal of EIX from the custom peer group for the 2023 performance unit awards. EIX is a public utility holding company whose primary operating subsidiary sells and delivers electricity to customers located in Southern California. As a result, EIX is subject to a significantly increased financial risk than the Company from wildfires and other natural disasters.

  120. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-51 | 2024 Proxy Statement |

  121. LONG-TERM INCENTIVE COMPENSATION

    Also in December 2022, the Compensation Committee added CenterPoint Energy, Exelon Energy and PPL Energy into the peer group for the 2023 performance unit awards. Each of these companies had completed various transactions to shift their business models towards more fully-regulated utility operations making them more comparable to WEC. 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.

  122. LONG-TERM INCENTIVE COMPENSATION

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

  123. 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 the 2023 performance unit awards, the ROE targets and corresponding payout levels were set as follows for 2023:

  124. LONG-TERM INCENTIVE COMPENSATION

    | If Actual Earned ROE is | Payout Percentage | | ≥ 9.50% | 200% | | 9.35% | 100% | | 9.20% | 25% | | < 9.20% | 0% |

  125. 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. At the end of the three-year performance cycle, the Compensation Committee may increase the total vesting percentage 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 2023 performance unit awards, the target P/E ratio and potential adjustments are as follows:

  126. LONG-TERM INCENTIVE COMPENSATION

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

  127. 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 a value of $96.496 per unit, the same value used for the 2023 restricted stock granted in January 2023. The following table provides the number of performance units granted to each NEO in 2023, at the 100% target level:

  128. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Performance Units Granted | | Mr. Lauber | 30,015 | | Ms. Liu | 12,880 | | Mr. Klappa | 10,730 | | Ms. Kelsey | 6,535 | | Mr. Garvin | 5,815 |

  129. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-52 | 2024 Proxy Statement |

  130. LONG-TERM INCENTIVE COMPENSATION

    2023 Payouts under Long-Term Incentive Awards Granted in 2021. The Compensation Committee granted performance unit awards to participants in the Prior PUP in 2021. The ultimate vesting amount of the 2021 performance unit awards is dependent upon the Company’s total stockholder return over the three-year period ending December 31, 2023, as compared to the total stockholder return of the 2021 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; 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.

  131. 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% |

  132. 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 2023 performance unit awards, the 2021 performance unit awards accumulate short-term dividend equivalents. See “Long-Term Incentive Compensation - Short-Term Dividend Equivalents” above for additional information. WEC Energy Group’s total stockholder return for the three-year performance period ended December 31, 2023 was at the 18.8th percentile of the peer group, resulting in no performance units vesting. 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 2021 and 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 2023 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 2021 and 2022 performance unit awards, the ROE targets and potential adjustments for 2023 were set as follows:

  133. LONG-TERM INCENTIVE COMPENSATION

    | If Actual Annual ROE is | The Annual Adjustment is | ROE Ranges | | < 20 bp below the Authorized ROE | + 3.33% | ≥ 9.45% | | 21 - 30 bp below the Authorized ROE | 0% | 9.44% - 9.35% | | > 30 bp below the Authorized ROE | (3.33)% | < 9.35% |

  134. LONG-TERM INCENTIVE COMPENSATION

    WEC Energy Group’s utility subsidiaries achieved a weighted average authorized ROE of 10.02% for 2023, which resulted in a 3.33% increase in the vesting percentage of the 2021 and 2022 performance unit awards. The actual authorized ROE for Peoples Gas and North Shore Gas was adjusted to include the impact of the ICC disallowance. This adjustment is reflected in the weighted average authorized ROE. For the 2021 performance units, 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, which represents the total vesting level of the 2021 performance unit awards. The actual payouts were determined by multiplying the number of vested performance units by the closing price of our common stock ($84.17) on December 29, 2023, 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 2023” table.

  135. 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-66. 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.

  136. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  137. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | (1) Stock Awards ($) | (2) Option Awards ($) | (3) Non-Equity Incentive Plan Compensation ($) | (4) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (5)(6) All Other Compensation ($) | Total ($) | Total Without Change in Pension Value ($) | | Scott J. Lauber President and CEO | 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 | | | 2021 | 921,719 | — | 1,577,250 | 615,740 | 1,555,544 | 199,430 | 117,568 | 4,987,251 | 4,833,031 | | Xia Liu Executive Vice President and CFO | 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 | | | 2021 | 739,450 | — | 1,279,120 | 499,356 | 1,174,535 | 812 | 356,739 | 4,050,012 | 4,050,012 | | Gale E. Klappa Executive Chairman | 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 | | | 2021 | 1,098,334 | — | 2,512,072 | 692,261 | 2,944,006 | 479,972 | 286,747 | 8,013,392 | 7,639,967 | | Margaret C. Kelsey Executive Vice President, General Counsel and Corporate Secretary | 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 | | | 2021 | 579,232 | — | 712,544 | 278,150 | 862,542 | 858 | 160,981 | 2,594,307 | 2,594,307 | | Robert M. Garvin Executive Vice President - External Affairs | 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 | | | 2021 | 500,873 | — | 539,076 | 210,461 | 646,410 | 105,142 | 82,217 | 2,084,179 | 1,987,652 |

  138. 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.

  139. SUMMARY COMPENSATION TABLE

    | (1) 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, 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. 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 and the Additional Performance Measure, for each of Messrs. Lauber, Klappa, and Garvin, and Mmes. Liu and Kelsey, is $4,012,630, $1,439,469, $975,427, $2,024,994, and $1,117,079, respectively, for the 2022 awards. See “Option Exercises and Stock Vested For Fiscal Year 2023” for the amount of the actual payout with respect to the 2021 award of performance units. | | (2) 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 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 2023 Annual Report on Form 10-K for a description of these assumptions. For 2023, the assumptions made in connection with the valuation of the stock options are the same as described in Note 1(n). The grant date fair value of each option awarded was $19.58. | | (3) Consists of the annual incentive compensation earned under WEC Energy Group’s STPP. | | (4) The amounts reported for 2023, 2022, and 2021 reflect the aggregate change in the actuarial present value of each applicable NEO’s accumulated benefit under all defined benefit plans from December 31, 2022 to December 31, 2023, December 31, 2021 to December 31, 2022, and December 31, 2020 to December 31, 2021, 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 2023 are shown below. |

  140. SUMMARY COMPENSATION TABLE

    | WEC Energy Group | P-56 | 2024 Proxy Statement |

  141. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Value ($) | Non-Qualified Deferred Compensation Earnings ($) | Total ($) | | Scott J. Lauber | 321,627 | 128,350 | 449,977 | | Xia Liu | — | 26,767 | 26,767 | | Gale E. Klappa | 1,869,415 | 230,370 | 2,099,785 | | Margaret C. Kelsey | — | 7,625 | 7,625 | | Robert M. Garvin | 127,071 | 29,449 | 156,520 |

  142. SUMMARY COMPENSATION TABLE

    For 2023, 2022, and 2021, the applicable discount rate used to value pension plan liabilities moved from 5.50% to 5.20%, 2.95% to 5.50%, and 2.65% to 2.95%, respectively. As the discount rate decreases, the Company’s pension funding obligation increases, 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.

  143. SUMMARY COMPENSATION TABLE

    | (5) During 2023, 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 2023, 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. | | (6) For Mr. Klappa, the amount reported in All Other Compensation for 2023 includes $23,374 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, and Garvin, and Mmes. Liu and Kelsey, for 2023 also consists of: |

  144. SUMMARY COMPENSATION TABLE

    | • | Employer matching of contributions into the WEC Energy Group 401(k) plan in the amount of $13,200 for each NEO; | | • | Employer contributions into the WEC Energy Group 401(k) plan in the amount of $19,800 for Mr. Klappa and Mmes. Liu and Kelsey, and into the WEC Energy Group Non-Qualified Retirement Savings Plan in the amount of $102,611 for Ms. Liu, $238,261 for Mr. Klappa, and $70,853 for Ms. Kelsey. 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 $143,118 for Mr. Lauber, $68,408 for Ms. Liu, $40,177 for Mr. Klappa, $47,236 for Ms. Kelsey, and $17,493 for Mr. Garvin; | | • | Retention credit contributed to a nonqualified account in the amount of $315,000 for Mr. Lauber. See “Mr. Lauber’s Retention Agreement” on page P-63 for a description of this benefit; | | • | Retirement income supplement contributed to a nonqualified account in the amount of $259,888 for Ms. Liu. See “Ms. Liu’s Retirement Income Supplement” on page P-63 for a description of this benefit; | | • | Tax reimbursements or “gross-ups” for all applicable perquisites in the amount of $13,963 and $17,222 for Messrs. Lauber and Garvin, respectively. |

  145. SUMMARY COMPENSATION TABLE

    | WEC Energy Group | P-57 | 2024 Proxy Statement |

  146. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023 The following table shows additional data regarding incentive plan awards to the NEOs for 2023.

  147. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    | | | | 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 ($) | | Name | Grant Date | Action Date (1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Number of Securities Underlying Options (#) | Exercise or Base Price (6) ($/Sh) | Closing Market Price ($/Sh) | | | Scott J. Lauber | 1/19/23 | — | 376,706 | 1,506,824 | 3,164,330 | — | — | — | — | — | — | — | — | | | 1/3/23 | 12/1/22 | — | — | — | 7,504 | 30,015 | 60,030 | — | — | — | — | 2,812,105 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | 6,926 | — | — | — | 648,897 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | — | 46,270 | 93.69 | 93.76 | 905,967 | | Xia Liu | 1/19/23 | — | 159,328 | 637,313 | 1,338,357 | — | — | — | — | — | — | — | — | | | 1/3/23 | 12/1/22 | — | — | — | 3,220 | 12,880 | 25,760 | — | — | — | — | 1,206,727 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | 2,972 | — | — | — | 278,447 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | — | 19,855 | 93.69 | 93.76 | 388,761 | | Gale E. Klappa | 1/19/23 | — | 414,152 | 1,656,608 | 3,478,877 | — | — | — | — | — | — | — | — | | | 1/3/23 | 12/1/22 | — | — | — | 2,683 | 10,730 | 21,460 | — | — | — | — | 1,005,294 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | 25,751 | — | — | — | 2,412,611 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | — | 32,255 | 93.69 | 93.76 | 631,553 | | Margaret C. Kelsey | 1/19/23 | — | 113,674 | 454,694 | 954,857 | — | — | — | — | — | — | — | — | | | 1/3/23 | 12/1/22 | — | — | — | 1,634 | 6,535 | 13,070 | — | — | — | — | 612,264 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | 1,507 | — | — | — | 141,191 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | — | 10,070 | 93.69 | 93.76 | 197,171 | | Robert M. Garvin | 1/19/23 | — | 94,432 | 377,728 | 793,229 | — | — | — | — | — | — | — | — | | | 1/3/23 | 12/1/22 | — | — | — | 1,454 | 5,815 | 11,630 | — | — | — | — | 544,807 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | 1,342 | — | — | — | 125,732 | | | 1/3/23 | 12/1/22 | — | — | — | — | — | — | — | 8,965 | 93.69 | 93.76 | 175,535 |

  148. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    | (1) On December 1, 2022, the Compensation Committee awarded the annual 2023 stock option, restricted stock, and performance unit grants effective the first trading day of 2023 (January 3, 2023). | | (2) Non-equity incentive plan awards consist of annual incentive awards under WEC Energy Group’s STPP. 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. |

  149. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    | WEC Energy Group | P-58 | 2024 Proxy Statement |

  150. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 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 2023.

  151. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | 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 | 5,330 | — | — | 52.895 | 1/2/25 | — | — | — | — | | | 6,720 | — | — | 50.925 | 1/4/26 | — | — | — | — | | | 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 | — | — | — | — | | | — | — | — | — | — | 11,684 | 983,442 | — | — | | | — | — | — | — | — | — | — | 25,502 | 679,589 | | | — | — | — | — | — | — | — | 31,129 | 5,240,340 | | 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 | — | — | — | — | | | — | — | — | — | — | 5,704 | 480,106 | — | — | | | — | — | — | — | — | — | — | 12,869 | 342,909 | | | — | — | — | — | — | — | — | 13,358 | 2,248,686 | | Gale E. Klappa | 50,000 | — | — | 52.895 | 1/2/25 | — | — | — | — | | | 46,074 | — | — | 50.925 | 1/4/26 | — | — | — | — | | | 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 | — | — | — | — | | | — | — | — | — | — | 25,751 | 2,167,462 | — | — | | | — | — | — | — | — | — | — | 9,148 | 243,756 | | | — | — | — | — | — | — | — | 11,128 | 1,873,372 | | 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 | — | — | — | — | | | — | — | — | — | — | 3,019 | 254,109 | — | — | | | — | — | — | — | — | — | — | 7,100 | 189,214 | | | — | — | — | — | — | — | — | 6,778 | 1,140,924 | | 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 | — | — | — | — | | | — | — | — | — | — | 2,605 | 219,263 | — | — | | | — | — | — | — | — | — | — | 6,199 | 165,226 | | | — | — | — | — | — | — | — | 6,031 | 1,015,259 |

  152. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (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. |

  153. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | WEC Energy Group | P-59 | 2024 Proxy Statement |

  154. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (2) Effective January 4, 2021, Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 3,248; 1,110; 2,634; and 1,467 shares, respectively, which began vesting in three equal annual installments on January 4, 2022. 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 3, 2023, Mr. Klappa was granted a restricted stock award of 25,751 shares. Mr. Klappa’s 2023 restricted stock grant vested 100% on January 3, 2024. The vesting of the restricted stock granted to Messrs. Lauber 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 2022 (first line) and 2023 (second line) and vest at the end of the three-year performance period ending December 31, 2024 and December 31, 2025, respectively. The number of performance units reported and their corresponding value are based upon a payout at the threshold amount for 2022 and maximum amount for 2023. The number and value of the 2022 and 2023 performance units includes performance units resulting from the grant of short-term dividend equivalents. The number and value of the 2022 performance units also includes performance units resulting from the achievement of the Additional Performance Measure in 2022 and 2023. |

  155. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023 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 2023.

  156. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2)(3) ($) | | Scott J. Lauber | — | — | 3,848 | 361,016 | | | — | — | 1,549 | 130,391 | | Xia Liu | — | — | 4,114 | 370,070 | | | — | — | 1,256 | 105,745 | | Gale E. Klappa | — | — | 20,559 | 1,926,173 | | | — | — | 893 | 75,179 | | Margaret C. Kelsey | — | — | 1,503 | 141,354 | | | — | — | 700 | 58,909 | | Robert M. Garvin | — | — | 1,195 | 112,367 | | | — | — | 529 | 44,566 |

  157. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023

    | (1) Reflects the number of shares of restricted stock that vested in 2023 (first line) and the number of performance units that vested as of December 31, 2023, the end of the applicable three-year performance period (second line). The performance units were settled in cash. | | (2) 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. | | (3) 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 29, 2023, the last trading day of the year. |

  158. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023

    | WEC Energy Group | P-60 | 2024 Proxy Statement |

  159. PENSION BENEFITS AT FISCAL YEAR-END 2023

    PENSION BENEFITS AT FISCAL YEAR-END 2023 The following table sets forth information for each NEO regarding their pension benefits at fiscal year-end 2023 under WEC Energy Group’s three different retirement plans discussed below.

  160. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit (4)(5) ($) | Payments During Last Fiscal Year (6) ($) | | | WEC Energy Group Plan | 33.50 | 609,053 | — | | Scott J. Lauber | SERP | 33.50 | 977,374 | — | | | Individual Letter Agreement | — | — | — | | | WEC Energy Group Plan | — | — | — | | Xia Liu(2) | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | | WEC Energy Group Plan | 13.00 | 285,884 | — | | Gale E. Klappa(3) | SERP | — | 2,581,588 | 263,731 | | | Individual Letter Agreement | 38.67 | 18,105,589 | 1,849,639 | | | WEC Energy Group Plan | — | — | — | | Margaret C. Kelsey(2) | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | | WEC Energy Group Plan | 12.67 | 292,740 | — | | Robert M. Garvin | SERP | 12.67 | 662,042 | — | | | Individual Letter Agreement | 12.67 | 94,873 | — |

  161. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | (1) Years of service are computed as of December 31, 2023, 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 $19,015,615. | | (2) 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 is not accruing additional benefits under these plans in connection with his current service. | | (4) The key assumptions used in calculating the actuarial present values reflected in this column are: |

  162. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | • | Earliest projected unreduced retirement age based upon projected service: |

  163. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | – | For Mr. Lauber, age 60. | | – | For Mr. Klappa, age 65.67 (actual age at initial retirement in 2016). | | – | For Mr. Garvin, age 57.42. |

  164. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | • | Discount rate of 5.20%. | | • | Cash balance interest crediting rate of 5.00%. | | • | Form of payment: |

  165. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | – | Mr. Lauber: WEC Energy Group Plan 50% lump sum / 50% 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 50% lump sum / 50% life annuity; SERP and ILA - Five Annual Installments |

  166. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | • | Mortality Table for life annuity - Pri-2012/Male/White Collar as published by the Society of Actuaries with modified MP2020 projection. |

  167. PENSION BENEFITS AT FISCAL YEAR-END 2023

    | (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 $24,551,384, $3,578,323 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) Mr. Klappa continues to receive retirement benefits under the SERP; however, payments under the WEC Energy Group Plan were suspended for Mr. Klappa at the time he resumed his role as an executive officer with the Company. |

  168. The WEC Energy Group Plan

    The WEC Energy Group Plan Many of our regular full-time and part-time employees, including several of the NEOs, 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

  169. The WEC Energy Group Plan

    | WEC Energy Group | P-61 | 2024 Proxy Statement |

  170. The WEC Energy Group Plan

    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 $330,000 of pension eligible earnings (base pay and annual incentive compensation) could be considered for purposes of the WEC Energy Group Plan in 2023.

  171. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2023 The following table reflects activity by the NEOs during 2023 in WEC Energy Group’s Executive Deferred Compensation Plan (the “EDCP”) and Non-Qualified Retirement Savings Plan (the “NQRSP”), which are discussed below.

  172. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2023

    | 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 | 305,816 | 143,118 | 337,966 | — | 4,506,267 | | Xia Liu | EDCP | 1,020,095 | 68,408 | 13,111 | — | 2,600,021 | | | NQRSP | — | 102,611 | (7,856) | — | 166,225 | | Gale E. Klappa | EDCP | 73,273 | 40,177 | 320,987 | 1,208,446 | 3,115,375 | | | NQRSP | — | 238,261 | 79,906 | — | 1,058,145 | | Margaret C. Kelsey | EDCP | 105,762 | 47,236 | (45,669) | — | 970,665 | | | NQRSP | — | 70,853 | (18,490) | — | 292,019 | | Robert M. Garvin | EDCP | 47,935 | 17,493 | 22,693 | — | 1,498,313 |

  173. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2023

    | (1) All of the amounts are reported as compensation in the “Summary Compensation Table” of this proxy statement. The NQRSP contributions were earned in 2023, with the actual contribution being made in 2024. | | (2) $128,350, $230,370, $29,449, $26,767, and $7,625 of the reported amounts, which represent above-market interest on deferred compensation, are reported in the “Summary Compensation Table” of this proxy statement for Messrs. Lauber, Klappa, and Garvin, and Mmes. Liu and Kelsey, respectively. | | (3) $2,151,622, $4,210,371, $763,622, $1,424,767, and $548,580 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. 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 WEC Energy Group Executive Deferred Compensation Plan for several years. $172,590, $291,198, and $914,939 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. |

  174. 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/and, as applicable the NQRSP at fiscal year-end 2023, as reported in the “Aggregate Balance at Last Fiscal Year-End” column under “Nonqualified Deferred Compensation for Fiscal Year 2023.” The amount of compensation payable to each NEO 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, 2023 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, 2023, 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 2023.” The actual amounts to be paid out can only be determined at the time of an officer’s termination of employment.

  175. 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:

  176. 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 | — | — | — | 2,583,127 | 2,583,127 | — | — | | Retention Agreement | — | — | — | — | — | 615,000 | 615,000 | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 2,304,322 | — | — | 4,766,631 | 4,766,631 | 4,766,631 | | Restricted Stock | — | — | — | — | 983,442 | 983,442 | 983,442 | | Options (1) | — | — | — | — | — | — | — | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 1,586,427 | 1,586,427 | 1,586,427 | 1,586,427 | 1,586,427 | 1,586,427 | 1,580,536 | | Health and Welfare Benefits | — | — | — | 10,780 | 10,780 | — | — | | Death Benefit | — | — | — | — | — | — | — | | Total | 1,586,427 | 3,890,749 | 1,586,427 | 4,180,334 | 9,930,407 | 7,951,500 | 7,945,609 | | Xia Liu | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 229,433 | 229,433 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 1,096,988 | — | — | 2,207,585 | 2,207,585 | 2,207,585 | | Restricted Stock | — | — | — | — | 480,106 | 480,106 | 480,106 | | Options (1) | — | — | — | — | — | — | — | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | 957,644 | — | — | — | — | — | | Health and Welfare Benefits | — | — | — | 10,780 | 10,780 | — | — | | Death Benefit | — | — | — | — | — | — | 2,390,000 | | Total | — | 2,054,632 | — | 240,213 | 2,927,904 | 2,687,691 | 5,077,691 | | Gale E. Klappa | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 2,271,919 | 2,271,919 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 825,539 | — | — | 1,706,684 | 1,706,684 | 1,706,684 | | Restricted Stock | — | — | — | — | 2,167,462 | 2,167,462 | 2,167,462 | | Options (1) | — | — | — | — | — | — | — | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 20,973,061 | 20,973,061 | 20,973,061 | 20,973,061 | 20,973,061 | 20,973,061 | — | | Health and Welfare Benefits | — | — | — | 10,780 | 10,780 | — | — | | Death Benefit | — | — | — | — | — | — | — | | Total | 20,973,061 | 21,798,600 | 20,973,061 | 23,255,760 | 27,129,906 | 24,847,207 | 3,874,146 |

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

    | WEC Energy Group | P-67 | 2024 Proxy Statement |

  178. 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 ($) | | Margaret C. Kelsey | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 297,066 | 297,066 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 588,517 | — | — | 1,168,049 | 1,168,049 | 1,168,049 | | Restricted Stock | — | — | — | — | 254,109 | 254,109 | 254,109 | | Options (1) | — | — | — | — | — | — | — | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | — | — | — | — | — | — | | Health and Welfare Benefits | — | — | — | 10,780 | 10,780 | — | — | | Death Benefit | — | — | — | — | — | — | 1,819,000 | | Total | — | 588,517 | — | 307,846 | 1,730,004 | 1,422,158 | 3,241,158 | | Robert M. Garvin | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 477,017 | 477,017 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 517,056 | — | — | 1,029,410 | 1,029,410 | 1,029,410 | | Restricted Stock | — | — | — | — | 219,263 | 219,263 | 219,263 | | Options (1) | — | — | — | — | — | — | — | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 1,049,655 | 1,049,655 | 1,049,655 | 1,049,655 | 1,049,655 | 1,049,655 | 1,046,776 | | Health and Welfare Benefits | — | — | — | 10,780 | 10,780 | — | — | | Death Benefit | — | — | — | — | — | — | 1,619,000 | | Total | 1,049,655 | 1,566,711 | 1,049,655 | 1,537,452 | 2,786,125 | 2,298,328 | 3,914,449 |

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

    | (1) The closing price of WEC Energy Group stock on December 29, 2023 was lower than the strike prices of the unvested stock options granted to Messrs. Lauber, Klappa, and Garvin, and Mmes. Liu and Kelsey in 2021, 2022 and 2023. |

  180. 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 2023, the annual total compensation of Mr. Lauber of $9,552,179, as shown in the Summary Compensation Table above (“CEO Compensation”), was approximately 73 times the annual total compensation of the median employee of $131,029. 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 13.5 years.

  181. PAY RATIO DISCLOSURE

    | WEC Energy Group | P-68 | 2024 Proxy Statement |

  182. 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.

  183. 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 ($) (in millions) | Company Selected Measure | | | Lauber | Fletcher | Lauber | Fletcher | | | (4) WEC TSR | (5) Peer Group TSR | | (6) Adjusted Earnings Per Share (diluted) ($) | | 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 |

  184. 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 2023 fiscal year, the following adjustments were made to the SCT total compensation: |

  185. PAY VERSUS PERFORMANCE DISCLOSURE

    | WEC Energy Group | P-69 | 2024 Proxy Statement |