ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Performance Measures for Annual Incentive Compensation
On December 2, 2021, pursuant to the terms of the WEC Energy Group Short-Term
Performance Plan, as amended and restated effective as of January 1, 2019 (the
"STPP"), the Compensation Committee of the Board (the "Compensation Committee")
established the overall performance measures and their respective weighting for
the upcoming 2022 plan year. For officers of WEC Energy Group, Inc. ("WEC
Energy") and WEC Business Services LLC, the 2022 annual incentive under the STPP
will be primarily dependent upon financial achievement determined by WEC
Energy's performance against targets for earnings from continuing operations
(75% weight) and cash flow (25% weight). Awards can be increased or decreased by
up to 10% based upon performance in the operational areas of customer
satisfaction (5%), safety (2.5%) and supplier and workforce diversity (2.5%) for
the entire family of WEC Energy companies.
For those officers whose positions primarily relate to utility operations in
Wisconsin, the 2022 annual incentive under the STPP will be dependent upon
financial achievement determined by WEC Energy's performance against targets for
earnings from continuing operations (25% weight) and cash flow (25% weight), as
well as against targets for the aggregate net income of WEC Energy's Wisconsin
utility operations (50% weight). Awards for these officers can be increased or
decreased by up to 10% based upon performance in the operational areas of
customer satisfaction (5%), safety (2.5%) and supplier diversity (1.25%) for WEC
Energy's Wisconsin utility operations, as well as workforce diversity (1.25%)
for the entire family of WEC Energy companies.
For those officers whose positions primarily relate to utility operations in
Illinois, the 2022 annual incentive under the STPP will be dependent upon
financial achievement determined by WEC Energy's performance against targets for
earnings from continuing operations (25% weight) and cash flow (25% weight), as
well as against targets for the aggregate net income of WEC Energy's Illinois
utility operations (50% weight). Awards for these officers can be increased or
decreased by up to 10% based upon performance in the operational areas of
customer satisfaction (5%), safety (2.5%) and supplier diversity (1.25%) for WEC
Energy's Illinois utility operations, as well as workforce diversity (1.25%) for
the entire family of WEC Energy companies.
Additional Performance Unit Measure for Performance Unit Plan
Pursuant to the terms of the WEC Energy Group Performance Unit Plan, amended and
restated effective as of January 1, 2017 (the "PUP"), performance units granted
under the PUP vest based upon WEC Energy's performance measured against total
shareholder return over a three-year performance period as compared to the total
shareholder return of a custom peer group of companies and an Additional
Performance Measure, if any, selected by the Compensation Committee. On December
2, 2021, the Compensation Committee selected performance against the weighted
average authorized return on equity of all WEC Energy's utility subsidiaries as
the Additional Performance Measure for the 2022 performance unit awards.
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