ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) Election of New Director
As part of its ongoing director succession planning process, on December 3, 2020, the Board of Directors (the “Board”) of WEC Energy Group, Inc. (“WEC Energy”) increased the number of directors constituting the Board from 12 to 13 and elected Cristina A. Garcia-Thomas to fill the vacancy, effective January 1, 2021. Ms. Garcia-Thomas is the Chief External Affairs Officer of Advocate Aurora Health, Inc. Ms. Garcia-Thomas was also appointed to the Corporate Governance Committee of the Board.
Ms. Garcia-Thomas will be compensated according to WEC Energy’s standard compensation program for non-employee directors as described in WEC Energy’s Proxy Statement filed with the Securities and Exchange Commission on March 25, 2020.
(e) Compensatory Arrangements
Performance Measures for Annual Incentive Compensation
On December 3, 2020, 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 2021 plan year. For WEC Energy officers, the 2021 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 2021 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 2021 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 3, 2020, 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 2021 performance unit awards.