UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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WEC Energy Group, Inc.

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NOTICE OF 2023 ANNUAL MEETING
AND PROXY STATEMENT


	P-1

This Page Intentionally Left Blank


WEC Energy Group	P-2	2023 Proxy Statement

Dear Fellow Stockholders

On behalf of our Board of Directors, I cordially invite you to attend WEC Energy Group’s Annual Meeting of Stockholders. We look forward to hosting this year’s meeting in virtual format.

Throughout the year 2022, our Board of Directors and management team maintained a clear focus on the fundamentals of our business — delivering an exceptional year on virtually every meaningful measure.

Below are several highlights that demonstrate our commitment to grow long-term shareholder value, pursue a clean energy future, support our employees and communities, and ensure the diversity and quality of our Board of Directors.

Financial Performance

	•	Achieved record net income and record earnings per share.
	•	Returned more cash to stockholders than in any other year in company history.
	•	Declared a 7.2 percent increase in our dividend in January of 2023 — the twentieth consecutive year of dividend increases for our stockholders.
	•	Developed the largest five-year capital investment plan in the Company’s history.

Environmental Stewardship

	•	Made significant progress on our energy transition, including regulatory approval of our first two renewable projects utilizing solar panels and batteries.
	•	Partnered with the Electric Power Research Institute to lead a pilot program — one of the first of its kind in the world — to test hydrogen as a fuel source for power generation.
	•	Received approval for a renewable natural gas pilot program, with contracts in place to connect our natural gas distribution network to local dairy farms.
	•	Published the third edition of our climate report, which details our clean energy strategy while continuing to serve our customers affordably and reliably.

Social Initiatives

	•	Achieved the best employee safety record since our Company doubled its size through a major acquisition in 2015.
	•	Contributed through our charitable organizations more than $20 million to worthy organizations across our service areas. Our major focus areas continue to be: education, community and neighborhood development, arts and culture, and the environment.
	•	Published the Company’s first Supplier Diversity Economic Impact Report, demonstrating the catalytic impact of our supplier diversity programs.

Responsible Governance

	•	Achieved a seamless transition to a new CEO, and completed 2022 with the most diverse senior leadership team in Company history.
	•	Appointed five new independent directors since 2019 — adding broad experience and overall diversity to an engaged and effective board.
	•	Extended our track record of strong linkage between pay and performance, with challenging financial and ESG metrics in our incentive compensation program. Received 94.2 percent support from shareholders for our executive compensation program at the 2022 annual meeting.

We ask for your support of the four proposals requiring a vote at this year’s meeting. And, as always, we welcome your continued engagement. Thank you for your confidence in WEC Energy Group.

Gale E. Klappa
Executive Chairman


WEC Energy Group	P-3	2023 Proxy Statement

Notice of 2023 Annual Meeting of Stockholders

Date and Time Thursday, May 4, 2023 at 1:30 p.m., Central time Location WEC Energy Group will hold a virtual annual stockholders meeting, held exclusively online at www.meetnow.global/MPNLAWV. Access to the meeting begins at 1:15 p.m., Central time. Items to be voted 1. Election of 12 directors for terms expiring in 2024. 2. Ratification of Deloitte & Touche LLP as independent auditors for 2023. 3. Advisory vote to establish the frequency of “say-on-pay” vote. 4. Advisory vote to approve compensation of the named executive officers. In addition, we will consider and act upon any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. How to attend the 2023 Annual Meeting This year’s Annual Meeting will take place entirely online. If you would like to participate in the meeting, including voting, submitting a question, or examining our list of stockholders, you will need to visit our meeting site, located at www.meetnow.global/MPNLAWV, and enter your control number. Consistent with our prior virtual meetings, we will offer stockholder rights and participation opportunities during the meeting that are similar to our past in-person annual meetings. Registered Stockholders. If your shares are registered in your name, your 15-digit control number was included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. Beneficial Owners. If you own shares in “street name” (that is, through a broker, bank or other nominee), you must register in advance to obtain a control number. For more information, see Annual Meeting Attendance and Voting Information, which begins on P-74. Your vote is very important to us. We urge you to review the proxy statement carefully and exercise your right to vote. Even if you plan to attend the Annual Meeting, please vote your shares as soon as possible using one of the voting methods outlined in this notice. If you vote in advance, you are still entitled to vote at the Annual Meeting, which would have the effect of revoking any prior votes.		Voting methods

		Use the Internet Vote shares online. See page P-75. Mobile Device Scan this QR code. Call Toll-Free In the U.S. or Canada call 1-800-652-8683. Mail your Proxy Card Follow the instructions on your voting form.

		Record Date Stockholders of record as of close of business on February 23, 2023 (Record Date), will be entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals. On or about March 23, 2023, the Proxy Statement and 2022 Annual Report are being mailed or made available online to stockholders. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 4, 2023: The Proxy Statement and 2022 Annual Report are available at www.envisionreports.com/WEC.

Margaret C. Kelsey

Executive Vice President, General Counsel and Corporate Secretary

March 23, 2023


WEC Energy Group	P-4	2023 Proxy Statement

Table of Contents

Forward-Looking Statements	P-6
Proxy Summary	P-6
Proposal 1	P-12
Election of Directors-Terms Expiring in 2024
Board Composition	P-13
Succession Planning/Director Nomination Process	P-16
2023 Director Nominees for Election	P-18
Governance	P-24
Primary Role and Responsibilities of our Board	P-24
Our Environmental, Social and Governance Commitment	P-27
Stockholder Engagement	P-29
Board Leadership Structure	P-30
Board and Committee Practices	P-30
Board Evaluation Process	P-31
Board Committees	P-32
Compensation Committee Interlocks and Insider Participation	P-34
Additional Governance Matters	P-34
Communications with the Board	P-35
Where to Find More Information on Governance	P-35
Director Compensation	P-36
Proposal 2	P-38
Ratification of Deloitte & Touche LLP as Independent Auditors for 2023
Independent Auditors’ Fees and Services	P-39
Audit and Oversight Committee Report	P-40
Proposal 3	P-41
Advisory Vote to Establish the Frequency of “Say-on-Pay” Vote
Proposal 4	P-42
Advisory Vote to Approve Compensation of the Named Executive Officers
Compensation Discussion and Analysis	P-43
Executive Summary	P-43
Components of Our Executive Compensation Program	P-45
Determination of Market Median	P-47

Annual Base Salary	P-47
Annual Cash Incentive Compensation	P-47
Long-Term Incentive Compensation	P-50
Compensation Recoupment Policy	P-54
Stock Ownership Guidelines	P-54
Prohibition on Hedging and Pledging	P-54
Limited Trading Windows	P-55
Retirement Programs	P-55
Other Benefits, Including Perquisites	P-55
Tax Gross-Up Policy	P-55
Severance Benefits and Change in Control	P-55
Impact of Prior Compensation	P-56
Tax and Accounting Considerations	P-56
Retention Agreement	P-56
Compensation Committee Report	P-56
Executive Compensation Tables	P-57
Summary Compensation Table	P-57
Grants of Plan-Based Awards for Fiscal Year 2022	P-59
Outstanding Equity Awards at Fiscal Year-End 2022	P-60
Option Exercises and Stock Vested for Fiscal Year 2022	P-61
Pension Benefits at Fiscal Year-End 2022	P-62
Retirement Plans	P-62
Nonqualified Deferred Compensation for Fiscal Year 2022	P-65
Potential Payments Upon Termination or Change in Control	P-66
Pay Ratio Disclosure	P-69
Risk Analysis of Compensation Policies and Practices	P-69
Pay versus Performance Disclosure	P-70
WEC Energy Group Common Stock Ownership	P-73
Annual Meeting Attendance and Voting Information	P-74
Business of the 2023 Annual Meeting of Stockholders	P-74
Voting Information	P-74
Access to Proxy Materials	P-76
Annual Meeting Attendance	P-76
Stockholder Nominees and Proposals	P-77
Availability of Form 10-K	P-78


WEC Energy Group	P-5	2023 Proxy Statement

Forward-Looking Statements

The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategic initiatives, execution of our capital plan, emissions reduction goals and all other statements that are not purely historical, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent filings with the Securities and Exchange Commission (“SEC”). These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. Except as may be required by law, we disclaim any obligation to publicly update or revise any forward-looking statements.

Other reports and website references. In this proxy statement we identify certain reports, including our climate report, and materials that are available on or through our website. These reports and the information contained on, or available through WEC Energy Group’s website, are not “soliciting material,” are not deemed filed with the SEC, and are not, nor shall they be deemed to be, incorporated by reference.

Proxy Summary

This summary highlights selected information related to items to be voted on at the annual meeting of stockholders. This summary does not contain all of the information that you should consider when deciding how to vote. Please read the entire proxy statement before voting. Additional information regarding WEC Energy Group, Inc.’s (the “Company” or “WEC Energy Group”) 2022 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2022.

The 2023 Annual Meeting of Stockholders will be a virtual-only meeting via live webcast. There will not be a physical meeting location. Stockholders are encouraged to participate online by logging into www.meetnow.global/MPNLAWV where you will be able to listen to the meeting live, submit questions and vote your shares. Please see page P-74 for more information.

Voting Matters and Recommendations

The following proposals are scheduled to be presented at our upcoming 2023 Annual Meeting of Stockholders:

	Item to be Voted on	Board’s recommendation	Page
Proposal 1	Election of 12 Directors, each for a one-year term expiring in 2024	FOR each nominee	P-12
Proposal 2	Ratification of Deloitte & Touche LLP as independent auditors for 2023	FOR	P-38
Proposal 3	Advisory vote to establish the frequency of “say-on-pay” vote	FOR every year	P-41
Proposal 4	Advisory vote to approve executive compensation of the named executive officers	FOR	P-42


WEC Energy Group	P-6	2023 Proxy Statement

An Energy Industry Leader

WEC Energy Group is a leading Midwest electric and natural gas holding company with subsidiaries serving 4.6 million customers in Wisconsin, Illinois, Michigan and Minnesota. We also maintain majority ownership in American Transmission Company LLC, a for-profit electric transmission company regulated by FERC and certain state regulatory commissions. In addition, as part of our non-utility energy infrastructure segment, we own majority interests in a growing fleet of renewable generation facilities outside our regulated footprint. Our 7,000 employees are focused on providing affordable, reliable and clean energy for a sustainable future.


WEC Energy Group	P-7	2023 Proxy Statement

Our 2022 Performance Highlights

Throughout 2022, the Company remained steadfast in executing its fundamentals — safety, reliability, customer satisfaction, financial discipline and environmental stewardship — and ended the year having achieved solid financial and operational results, while delivering continued long-term value for stockholders and customers.

Business Highlights / Awards and Recognition

Financial Highlights

Made significant progress on the clean energy transition and our capital plan — the ESG Progress Plan.

• The Public Service Commission of Wisconsin approved WEC Energy Group’s purchase of 90% of both the Paris and Darien solar-battery parks. These projects are under development and planned to provide approximately 570 megawatts of total capacity in solar energy and battery storage.

• We signed our first four contracts for renewable natural gas, which is expected to enter our natural gas distribution system in 2023. Local dairy farms will supply methane that would otherwise have gone to waste, replacing a portion of conventional fossil-based natural gas.

• We continued work on projects to ensure reliable service, including the construction of liquefied natural gas storage facilities and highly efficient natural gas generation using reciprocating internal combustion engines.

Led a pilot program — the first of its kind in the world — to test hydrogen as a fuel source for power generation, in partnership with the Electric Power Research Institute (“EPRI”).

Strengthened the diversity of our leadership team — ended 2022 with the most diverse senior leadership team in company history.

Spent $299 million with certified minority-, women-, veteran- or service-disabled-owned businesses.

Included as a constituent of FTSE Russell’s FTSE4Good Index Series, which is made up of companies that reflect strong environmental, social and governance practices.

Recognized by the Wisconsin Department of Workforce Development with the Vets Ready Employer Initiative Award for supporting veterans in the workforce and the community.

Employees received multiple Technology Transfer Awards from EPRI for achievements in research and development.

Peoples Gas was presented with the Midwest Energy Efficiency Alliance’s Inspiring Efficiency Award in recognition of an innovative partnership with Chicago Public Schools.

Finished in first place overall in the E Source Large Business Customer Satisfaction Study.

Received recognition in Escalent’s 2022 Cogent Syndicated Utility Trusted Brand & Customer Engagement studies:

• Wisconsin Public Service Corporation (“WPS”) was recognized as a ‘Customer Champion’ and ‘Most Trusted Brand’ in the residential study.

• Peoples Gas and WPS were named ‘Environmental Champions’ in the residential study.

• In the business study, We Energies was recognized as a ‘Business Customer Champion’.

$1.4 billion

record net income

$4.45 record earnings per share, on a diluted basis

7% dividend growth

$918 million

cash returned to stockholders

19 consecutive years
raising the dividend (2004-2022)

80 consecutive years
of delivering quarterly dividends (1942-2022)


WEC Energy Group	P-8	2023 Proxy Statement

How our Compensation Program Supports our Business Strategy

An important aspect of the Board’s oversight responsibilities is to hold the executive management team accountable to achieving the Company’s goals and objectives, and reward them appropriately when they do. This includes oversight of executive compensation.

Since 2004, our executive compensation program has included metrics that link a substantial portion of executive pay to achieving financial, operational and social targets tied to our business fundamentals. These targets are linked to key objectives that underpin the company’s sustainability.

Social Matters

Incentive targets associated with operational and social goals are tied to strategic priorities, which include, among other things, a focus on employee safety, customer satisfaction, and workforce and supplier diversity.

Environmental Matters

Delivering a cleaner energy future to our customers while maintaining affordability and reliability, is one of our core responsibilities and a major focus of our capital plan. Rather than attempting to create unique metrics associated with long-term climate goals, the Compensation Committee assesses management’s performance against environmental goals through the execution of its capital plan. Management annually refreshes the capital plan, discusses it with the Board, including a preview of anticipated capital spending over five years, and then publicly discloses its plan during the fourth quarter each year.

The Company’s ability to fund its substantial capital plan without issuing additional equity has been directly linked with the Company’s ability to consistently deliver on its financial plan, including meeting the targets associated with the financial metrics used in the Company’s compensation program. These financial metrics are key performance indicators underlying our executives’ incentive compensation.

Our Efficiency, Sustainability and Growth Progress Plan

In November 2022, the Company announced its 2023-2027 capital plan, referred to as our ESG Progress Plan, which details planned significant investments in low- and no-carbon generation and modernization of the Company’s electric and natural gas infrastructure aimed at helping to reduce the emission of greenhouse gases (carbon and methane). These investments are the building blocks for the Company’s carbon dioxide emission reduction goals from our electric generation — 60% below 2005 levels by the end of 2025, 80% below 2005 levels by the end of 2030, and net carbon neutral by 2050. The plan also supports the Company’s goal to achieve net-zero methane emissions from natural gas distribution lines in its network by the end of 2030.


WEC Energy Group	P-9	2023 Proxy Statement

Governance Highlights

Accountability to our stockholders is critical to our long-term success. We routinely evaluate and enhance our governance practices to maintain alignment with evolving best practices. Highlights of our governance framework and matters with which the Board was involved during 2022 are noted below.

Governance Framework

Board Independence/Composition

• 10 of 12 director nominees are independent

• Independent Lead Director with defined duties, elected by other independent directors

• Independent Audit, Compensation, Finance and Governance Committees

• Opportunity for executive sessions at every board and committee meeting

• 50% of Board nominees are diverse by gender or race/ethnicity

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

Board and Committee Practices

• Separate Chairman and CEO

• Ongoing Board refreshment

• Annual Board and committee evaluations

• Strategy and risk oversight discussion at every regular Board meeting

• Ongoing education programs by internal and third-party experts

• Stock ownership requirements for directors and executives

• Recoupment (“clawback”) policy for executive compensation

• Director service on public boards limited to 4 companies

• CEOs of public companies limited to director service at 2 public companies

Stockholder Rights

• Annual election of all directors

• Majority voting standard for uncontested elections

• One-share, one-vote standard

• Proxy access and special meeting provisions in bylaws

• Annual “say-on-pay” advisory vote

Oversight of 2022 Strategic Initiatives

The Board is actively engaged in the oversight of the Company’s strategy, providing advice and counsel as warranted and holding management accountable for making sound decisions on many important initiatives affecting its stakeholders. Examples during 2022 included:

• ESG Progress Plan, updated in November 2022, to reflect the Company’s anticipated capital expenditures over five years, allocated across strategies aimed at delivering efficiency, sustainability and growth, while providing transparency to investors

• Leadership succession plans, including the transition to a new CEO, the leadership transition for the Company’s Illinois regulated utility subsidiaries, and development of emerging leaders across the enterprise

• Greenhouse gas emissions goals and status, including evaluation of Scope 3 emissions

• Capital projects, investments and research tied to the execution of the Company’s ESG Progress Plan, including the pilot program to test hydrogen as a fuel source for power generation, and the impact of supply chain disruptions on renewable energy project timelines and costs

• Company’s enterprise security roadmap and cyber-incident response plan

• Recessionary impact on the utility industry and trends reshaping the sector

• Enterprise risk updates, including annual report and quarterly focus areas

• Federal and state regulatory and government policy matters, including the impact of and opportunities created by the Inflation Reduction Act

2022 Governance Highlights

The Board is committed to ensuring the Company conducts its business with the highest standards of ethics, integrity and transparency. Governance highlights from 2022, which occurred under the Board’s oversight, include:

• Added 5 new independent directors since 2019

• Adopted revisions to committee charters to reflect best practices and expanding risk oversight responsibilities

• Established independent board director fees consistent with market, as recommended by outside advisor

• Modified two competencies in our board skills matrix to better align with oversight of our areas of focus

• Received guidance on new and proposed SEC rules, including those related to climate disclosure, universal proxy, pay versus performance, and clawback of executive compensation

• Launched new format for annual core policy training for the Board of Directors

• Focused on expanding and enhancing public disclosures of interest to stakeholders:

◦ Issued the Company’s third Climate Report, following the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework

◦ Issued corporate responsibility report in alignment with the Sustainability Accounting Standards Board (“SASB”) industry standards

◦ Published the Company’s consolidated EEO-1 Report

◦ Published an independent assurance statement about the Company’s emissions data prepared by a third-party consulting firm

◦ Issued Supplier Diversity Initiative economic impact report

◦ Enhanced the public disclosure of the Company’s political activities, corporate political donations and lobbying

WEC Energy Group

P-10

2023 Proxy Statement

The Director Nominees at a Glance

The following table provides an overview of the director nominees. Other than Ave M. Bie, who was elected by the Board and began service on January 1, 2023, all of the director nominees were elected at the 2022 Annual Meeting of Stockholders. Additional information regarding our director nominees, including a detailed skills matrix, begins on P-14.

See P-14 for diversity characteristics self-identified by each director.

WEC Energy Group

P-11

2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS – TERMS EXPIRING IN 2024

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.

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 2024 Annual Meeting of Stockholders, or until a successor is duly elected and qualified.

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

	•	All director nominees currently serve as directors on our Board. Other than Director Bie, who was appointed to our Board effective January 1, 2023, all nominees were elected by our stockholders at our 2022 Annual Meeting of Stockholders, each having received at least 92.91% of the votes cast.
	•	All director nominees are independent with the exception of Directors Klappa and Lauber, who are employees of the Company. 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.

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.

WEC Energy Group

P-12

2023 Proxy Statement

BOARD COMPOSITION

The Corporate Governance Committee and the Board evaluate director nominees in light of the Board’s current members, with the goal of recommending nominees with diverse backgrounds and experiences who, together with the current directors, can best perpetuate the success of WEC Energy Group’s business and represent stockholder interests. Director nominees are evaluated on the basis of certain key attributes, core competencies, diversity, age/tenure, existing time commitments and independence. By following this process, the Board is able to ensure that its director candidates bring a broad range of perspectives and experiences, will effectively contribute to the Board, and will complement the other directors.

The Corporate Governance Committee and the Board determined that the director nominees’ complementary breadth of characteristics are suited to executing the duties of the Board and, when taken together, embody the personal qualities, qualifications, skills, and diversity of background that best serve our Company and its stockholders.

	2023 BOARD OF DIRECTORS — 12 NOMINEES
Gender diversity	Racial/Ethnic diversity	Average age	Average tenure	Independence

33%	33%	65 years	7.5 years	83%

Key Attributes Required of All Directors

The Corporate Governance Committee routinely evaluates the expertise and needs of the Board to determine its proper membership and size. The Board believes that all directors must demonstrate certain key attributes, as noted below.

• Proven integrity

• Ability to appraise problems objectively

• Relevant technological, civic, economic, and/or social/cultural experience

• Familiarity with domestic and international issues affecting the Company’s business

• Vision and imagination

• Mature and independent judgment

• Ability to evaluate strategic options and risks

• Social consciousness

• Contribution to the Board’s desired collective diversity

• Willingness to dedicate sufficient time to board service

• Sound business experience/acumen

• Achievement of prominence in career

• Availability to serve for five years before reaching retirement age of 72 (in the case of new, non-management directors)

Core Competencies

The Board regularly evaluates director qualifications and core competencies in the context of the Board’s oversight of strategic initiatives, financial and operational performance objectives, and material risks. To that end, the Board seeks directors whose collective knowledge, experience and skills provide a broad range of perspectives and leadership expertise in domains particularly relevant to our business including: highly complex and regulated industries, strategic planning, financial strategy, utility/energy industry, technology and security, audit oversight and financial controls, human capital management, corporate governance, sustainability matters (including those associated with climate strategy), public policy, and other areas important to executing the Company’s strategy.

With that in mind, the Corporate Governance Committee and Board have determined that the Board’s composition should consist of candidates that collectively possess a specific set of core competencies, as listed below, in alphabetical order, in order to effectively carry out its oversight function.

• Audit/Financial Planning

• CEO/Senior Leadership

• Corporate Governance

• Financial Strategy/Investment Management/Investor Relations

• Government/Public Policy

• Human Capital Management/Exec Comp

• Regulated Industry Knowledge

• Risk Management and Oversight

• Strategic Planning

• Sustainability Matters

• Technology and Security

• Utility/Energy Industry Experience

During the fourth quarter of 2022, the Corporate Governance Committee and Board evaluated and affirmed this set of competencies. Each director performed a self-assessment of his/her level of knowledge in each skill area using the following 3-point scale: “1” Limited knowledge (e.g., no direct experience, primary exposure comes from Board or Committee reports); “2” Intermediate knowledge (e.g., general managerial/oversight experience or broad exposure as a Board or Committee member); “3” Advanced knowledge (e.g., direct experience; subject matter expert). A summary of the Board’s level of knowledge with respect to each of the core competencies is shown on the following page.

WEC Energy Group

P-13

2023 Proxy Statement

* Diversity characteristics based on information self-identified by each director.

Diversity

Diversity has been a major focus of the Corporate Governance Committee for decades when identifying director nominees. It is committed to actively seeking highly qualified individuals from underrepresented communities as it strives to cast a wide net and recommend candidates who bring unique perspectives to the Board, which contributes to its collective diversity - diversity of knowledge, skills, experiences, thought, gender, race/ethnicity, retirement age and tenure. We believe this diversity improves the overall effectiveness of the Board as it carries out its oversight role.

Age and Tenure

Under the Corporate Governance Guidelines, a non-management director shall not be nominated for election to the Board after attaining the age of 72, unless nominated by the Board for special circumstances. The Board does not believe it is appropriate or necessary to limit the number of terms a director may serve. The Board values the participation and insight of directors who have developed an increased understanding of the Company and the specific issues it faces doing business in a complex, regulated industry, as well as those directors who bring fresh and varied perspectives, resulting in a Board with a balanced tenure.

WEC Energy Group

P-14

2023 Proxy Statement

Time Commitment

Our Corporate Governance Committee recommends and the Board nominates candidates whom they believe are capable of devoting the time necessary to carefully fulfill their fiduciary duties. The Corporate Governance Committee regularly reviews stockholders’ views on the appropriate number of public company boards on which directors may serve, which the Board takes into consideration each year as it reviews its Corporate Governance Guidelines.

The Corporate Governance Guidelines limit the maximum number of public company boards on which a WEC Energy Group director may serve to four public companies (including our Board), and specify that any public company chief executive officer who serves as a director on our Board may not serve on more than two public company boards (including our Board). Limited exceptions may be made with Corporate Governance Committee approval. All of our director nominees are in compliance.

Independence

Our Corporate Governance Guidelines state that to be independent, the Board should consist of at least a two-thirds majority of independent directors. In order to be deemed independent, the individual must have no material relationship with the Company that would interfere with the exercise of good judgment in carrying out his or her responsibilities as a director.

The independence standards found in our Corporate Governance Guidelines are not only in compliance with the listing standards of the New York Stock Exchange (“NYSE”), but are actually more stringent than the NYSE rules. Our director independence guidelines are located in Appendix A of our Corporate Governance Guidelines, which are available on the Corporate Governance section of the Company’s website at www.wecenergygroup.com/govern/governance.htm.

Prior to initial and annual election, all directors complete a detailed questionnaire that elicits information that is used to ensure compliance with the Board’s and the NYSE’s standards of independence. The Corporate Governance Committee also reviews potential conflicts of interest, including related-party transactions, interlocking directorships, and substantial business, civic and/or social relationships with other members of the Board that could impair the prospective Board member’s ability to act independently from the other Board members and management. The Board also considers whether a director’s immediate family members meet the independence criteria outlined in the Corporate Governance Guidelines, as well as whether a director has certain relationships with WEC Energy Group’s affiliates, when determining the director’s independence.

The Board has affirmatively determined that Directors Bie, Culver, Cunningham, Farrow, Garcia-Thomas, Green, Lane, Payne, Stanek, and Tellock are independent. Directors Klappa and Lauber are not independent due to their employment with the Company. J. Kevin Fletcher, the Company’s Chief Executive Officer and President until February 1, 2022, who was a director until that date, was not independent due to his employment with the Company.

Director Stanek

Since 2005, WEC Energy Group has engaged Baird Financial Group (“Baird”) primarily to provide consulting services for investments held in the Company’s various benefit plan trusts. Baird also provides certain related administrative services. The Board reviewed the terms of this engagement, including the $754,451 in fees paid to Baird in 2022 (which are less than one-tenth of 1% of Baird’s total revenue), and Director Stanek’s position at Baird, and concluded that such engagement is not material and did not impact Director Stanek’s independence. Director Stanek is not involved with and does not consult on the contract with or recommendations made by Baird and receives no direct financial benefit from these services. WEC Energy Group management evaluates Baird’s services against market standards for overall quality and value on a regular basis. Neither the Board nor Director Stanek plays a role in the retention of Baird for these services or any related negotiation of commercial terms. In addition, WEC Energy Group’s pension trusts and other benefit accounts do not hold any investments in Baird funds.

WEC Energy Group

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2023 Proxy Statement

SUCCESSION PLANNING AND DIRECTOR NOMINATION PROCESS

Board Succession Planning

Our Board is regularly engaged in rigorous discussions about the Board’s plans for ongoing succession, taking into consideration matters such as: current inventory of director skills and qualifications; diversity, including gender, race/ethnicity, retirement age and tenure; and future competencies needed to support appropriate oversight of the Company’s long-term strategy and related risks and opportunities. These discussions are co-facilitated by the Executive Chairman and Independent Lead Director during the Board’s executive sessions.

During 2022, these discussions took into consideration the Board’s desire to add further utility industry experience, including a deep understanding of risks and opportunities facing utilities, such as those related to climate change, while being mindful of the Board’s goal to return to over 30% female representation.

Guided by the Board’s succession planning discussions, the Corporate Governance Committee, comprised entirely of independent directors, is responsible for identifying and recommending director candidates to our Board for nomination.

Director Nomination Process

The Corporate Governance Committee is responsible for recommending a slate of nominees to the Board for election at each Annual Meeting of Stockholders using the formal process detailed below.

Board Succession
Planning

Identify
Candidates

Evaluate Candidate Recommendations

Meet with
Candidates

Recommend
Candidate Nomination

Develop list of skills and qualifications sought in new directors and evaluate current Board composition

Proposed by stockholders, directors, and/or others

Screen qualifications, assess impact on Board composition, and review independence

Multiple meetings scheduled with the Board Executive Chairman and Independent Lead Director, other members of Corporate Governance Committee, and other members of the Board

Corporate Governance Committee considers feedback and makes recommendation to the Board

	1.	Board succession planning. The Corporate Governance Committee facilitates the director recruitment and nomination process through the lens of the Board’s ongoing director succession planning process, as described above. The Corporate Governance Committee seeks to fulfill its duty to stockholders to consistently maintain a Board that is comprised of directors who each embody key attributes, and who, as a group, have the skills and experiences to effectively oversee management’s strategy for operating in a complex industry while performing their fiduciary obligations.

	2.	Identify candidates. Candidates for director nomination may be proposed in a number of ways, including by stockholders, the Corporate Governance Committee, and other members of the Board. The Corporate Governance Committee may retain a third party to identify qualified candidates. No such firm was engaged with respect to the nominees listed in this proxy statement.

		The Corporate Governance Committee will consider director candidates recommended by stockholders provided that the stockholders comply with the requirements and procedures set forth in our bylaws. Stockholders may also nominate or recommend director candidates by following the procedures outlined on P-77. No formal stockholder nominations or recommendations for director candidates were received in connection with the 2022 Annual Meeting of Stockholders.

		Director Bie was elected to the Board effective January 1, 2023. Director Bie was initially recommended for consideration by the Executive Chairman, following which the Corporate Governance Committee undertook the evaluation process described immediately below.

	3.	Evaluate candidate recommendations. The Committee follows an established process for evaluating all director candidates whether recommended by directors, stockholders or others. During this process, the Corporate Governance Committee reviews publicly available information regarding each identified candidate to assess whether that person should be considered further. The Corporate Governance Committee considers whether each individual embodies the key attributes listed above, as well as the person’s qualifications, experience, skills, outside affiliations, age, gender, race and ethnicity. The Committee will utilize third parties if and as needed to assist with these activities.

		As part of the evaluation process, the Corporate Governance Committee takes steps to ensure that the pool of director nominees contains the attributes, skills and experiences identified during Board succession planning discussions. If the Corporate Governance Committee determines that a candidate warrants further consideration, the Executive Chairman or another member of the Board of Directors contacts the prospective director.

		Generally, if a recommended candidate expresses a willingness to be considered and to serve on the Board, the Corporate Governance Committee will seek the Board’s concurrence in moving the candidate forward to the interview stage of the nomination process. Further, it will instruct management to solicit from the candidate information used to review the candidate’s independence as well as assess any potential conflicts of interest or reputational risk.

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2023 Proxy Statement

	4.	Meet with candidates. Candidates initially meet with the Executive Chairman, Independent Lead Director and other members of the Corporate Governance Committee. Upon agreement that a candidate has the attributes, skills and other identified factors the Board is seeking for its desired composition, all Board members are provided an opportunity to meet with the candidate and provide feedback to the Corporate Governance Committee.

	5.	Recommend candidate nomination. The Corporate Governance Committee will review feedback received from the meetings with the candidates and engage in constructive dialogue, following which it will make a recommendation regarding nomination for the Board’s discussion and final determination.

RESULTS è

Board Refreshment

2019-2023 added 5 independent directors

These new independent directors added since 2019 have brought the following skills, experiences and/or traits to our Board:

—— ADDITIONS ——

Oct. 2019

Maria C. Green

Jan. 2020

Thomas K. Lane

Jan. 2021

Cristina A. Garcia-Thomas

Jan. 2022

Glen E. Tellock

Jan. 2023

Ave M. Bie

All have advanced levels of competency in

• Senior Leadership

• Strategic Planning

• Corporate Governance

Areas and/or attributes of particular focus during recruitment included:

✓ Gender and racial/ethnic diversity

✓ Technology and cyber security knowledge

✓ Experience with sustainability matters, including risks and opportunities of climate change

✓ Human capital management

✓ Audit / financial / risk oversight expertise

✓ Regulated and utility industry background

Included in each director nominee’s biography that follows are career highlights and other public directorships, along with the key qualifications, skills and expertise that we believe each director contributes to the Board. Our Board considered all of these factors, as well as the results of our annual Board evaluation, when deciding to re-nominate these directors.

WEC Energy Group

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2023 Proxy Statement

2023 DIRECTOR NOMINEES FOR ELECTION

The following 12 individuals have been nominated for election to the Board of Directors at the 2023 Annual Meeting of Stockholders. Biographical information for each director nominee is set forth below. Ages are as of January 19, 2023, the date each person was designated as a nominee of the Board for election at the Meeting.

Ave M. Bie

Independent

Age: 65

Director Since: January 1, 2023

Board Committee: Audit and Oversight

Professional Experience

Quarles (formerly known as Quarles & Brady LLP) – Retired Partner, 2005 to 2022. Quarles is a law firm serving a diverse list of domestic and international clients, in both large industrial sectors and small entrepreneurial settings.

Other Public Directorships

None

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 law firm Quarles, where, for over 20 years she focused on developing regulatory strategies to address critical infrastructure and renewable portfolio standards. While at Quarles, she developed the firm’s corporate and social responsibility initiatives, leading the firm’s efforts for five years. Prior to joining Quarles, Director Bie served for seven years as the Chair of the Public Service Commission of Wisconsin, addressing both transmission and generation infrastructure issues, including the review and approval of utility projects. The Board also greatly benefits from the insights Director Bie has gained as the past Chair and current 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 cyber security.

Curt S. Culver

Independent

Age: 70

Director Since: 2004

Board Committees: Corporate Governance; Executive; Finance (Chair)

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.

Other Public Directorships

Director of MGIC Investment Corporation since 1999.

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.

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2023 Proxy Statement

Danny L. Cunningham

Independent

Age: 67

Director Since: 2018

Board Committees: Audit and Oversight (Chair); Executive

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.

Other Public Directorships

Director of Enerpac Tool Group Corp. since 2016.

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.

William M. Farrow III

Independent Lead Director

Age: 67

Director Since: 2018

Board Committees: Compensation; Corporate Governance (Chair); Executive

Professional Experience

Winston and Wolfe, LLC - Chairman and Chief Executive Officer since 2010. Winston and Wolfe is a privately held technology development and advisory company.

Urban Partnership Bank - Retired President and CEO, 2010 to 2018. UPB provides financial services in moderate income communities located in Chicago, Detroit and Cleveland.

Other Public Directorships

Director of CBOE Global Markets Inc. since 2016.

Director of Echo Global Logistics Inc., May 2017 to November 2021.

Director Qualifications

In serving as WEC Energy Group’s Independent Lead Director and 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, as well as the experience he has gained as a board member on the audit committee for CBOE Global Markets and until recently, Echo Global Logistics, 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 also 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. This is especially important given the sizable, long-term construction project that is underway by the Company’s largest Illinois utility subsidiary to modernize the natural gas infrastructure in the city of Chicago, which requires ongoing collaboration with city and state government officials and regulatory agencies.

WEC Energy Group

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2023 Proxy Statement

Cristina A. Garcia-Thomas

Independent

Age: 53

Director Since: 2021

Board Committee: Corporate Governance

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; Chief Experience Officer, October 2017 to April 2018; Chief Diversity Officer and Foundation President, September 2014 to October 2017. Advocate Health is a not-for-profit health care system operating 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 nonprofit center innovating strategies for equitable health and health care for all.

Other Public Directorships

None

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 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 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. In December 2022, Advocate Aurora Health and Atrium Health merged to form Advocate Health, the fifth-largest non-profit integrated health system in the nation, and Director Garcia-Thomas was appointed to serve as Senior Vice President and Chief Diversity, Equity and Inclusion Officer. She was also appointed President of the newly formed Advocate National Center for Health Equity. 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.

Maria C. Green

Independent

Age: 70

Director Since: 2019

Board Committees: Audit and Oversight; Finance

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.

Other Public Directorships

Director of Tennant Co. since 2019.

Director of Littelfuse Inc. since 2020.

Director of Fathom Digital Manufacturing Corporation since 2021.

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 to 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.

WEC Energy Group

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2023 Proxy Statement

Gale E. Klappa

Executive Chairman

Age: 72

Director Since: 2003

Board Committee: Executive (Chair)

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 present.

Chairman Klappa also serves as a director of several other major subsidiaries of WEC Energy Group.

Other Public Directorships

Director of Associated Banc-Corp since 2016.

Director of Badger Meter, Inc. since 2010. (Planned Retirement: April 2023)

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.

Thomas K. Lane

Independent

Age: 66

Director Since: 2020

Board Committees: Audit and Oversight; Compensation

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.

Other Public Directorships

Director of Summit Midstream Partners, LP, 2009 to May 2020.

Director of USD Partners, LP, 2014 to April 2020.

Director Qualifications

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 the Company’s financial performance and how it relates to the 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.

WEC Energy Group

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2023 Proxy Statement

Scott J. Lauber

President and CEO

Age: 57

Director Since: 2022

Board Committee: None

Professional Experience

WEC Energy Group - President and CEO since February 1, 2022; Senior Executive Vice President and Chief Operating Officer from June 2020 to January 31, 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 1, 2022; President since January 1, 2022; Executive Vice President from June 2020 to December 31, 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.

Other Public Directorships

None

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 11 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.

Ulice Payne, Jr.

Independent

Age: 67

Director Since: 2003

Board Committees: Compensation (Chair); Executive; Finance

Professional Experience

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

Other Public Directorships

Director of Foot Locker, Inc. since 2016.

Director of Manpower Group since 2007.

Trustee of The Northwestern Mutual Life Insurance Company, 2005 to 2018.

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.

WEC Energy Group

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2023 Proxy Statement

Mary Ellen Stanek

Independent

Age: 66

Director Since: 2012

Board Committee: Finance

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.

Other Public Directorships

Trustee of The Northwestern Mutual Life Insurance Company since 2009.

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.

Glen E. Tellock

Independent

Age: 61

Director Since: 2022

Board Committee: Audit and Oversight

Professional Experience

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

The Manitowoc Company, Inc.- Chairman of the Board, February 2009 to October 2015; President and Chief Executive Officer, May 2007 to October 2015. The Manitowoc Company designs, manufactures, markets, and supports construction and commercial food service equipment.

Other Public Directorships

Director of Astec Industries, Inc. since 2006.

Director of Badger Meter, Inc. since 2017.

Director Qualifications

Director Tellock brings to our Board of Directors extensive executive leadership experience, having retired in 2021 as president and CEO of Lakeside Foods, a privately held, international food processor headquartered in Wisconsin. This follows a 24-year career at The Manitowoc Company, a manufacturer of construction and commercial food service equipment, where he served in a variety of leadership roles, including CFO, president and CEO and, ultimately, chairman, president and CEO. He brings to our Board decades of experience throughout which he has developed a deep understanding of audit oversight, financial reporting, risk management, business operations and strategic planning. Mr. Tellock is a certified public accountant with experience serving as an audit manager of a major accounting firm, which contributes to his active service on our Audit and Oversight Committee. He also brings to our Board significant corporate governance experience, having served on numerous non-profit boards dedicated to community causes, as well as public company boards.

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2023 Proxy Statement

Governance

PRIMARY ROLE AND RESPONSIBILITIES OF OUR BOARD

Our Board is responsible for providing oversight with respect to matters of concern to our stockholders. Those responsibilities include, among other things, oversight of (i) the selection of the Chief Executive Officer and ongoing succession planning for senior leadership, (ii) long-term strategy and execution, and (iii) the Company’s risk environment and associated management policies and practices.

Leadership Succession Planning

Company leaders are responsible for developing the talent across the organization through the broadening and deepening of business and leadership knowledge. Succession planning and internal talent development are strategic priorities of the Company and integral components of our approach to human capital management, which includes engagement at all levels of the organization, and with the Board.

The Compensation Committee has primary oversight for executive succession planning and development, and periodically reviews and assesses the Company’s strategies and initiatives relating to human capital management. The Committee regularly reports to and engages with the Board about these matters.

2022 Highlights

Throughout 2022, the Board was actively engaged in oversight of the senior and executive management succession planning process. The Board spent considerable time, particularly during its executive sessions, discussing management’s plans to foster a deep talent bench and plan for senior leadership succession, including development plans to prepare senior leaders for greater responsibilities. The effectiveness of this oversight was particularly apparent in 2022 as the Board achieved a seamless transition to a new Chief Executive Officer and a new President of its Illinois utility subsidiaries, and ended 2022 with the most diverse senior leadership team in Company history.

Oversight of Strategy

The Board believes that a fundamental, collective understanding of the issues facing the Company is imperative to its ability to carry out its strategic oversight responsibilities. Throughout the year, the Board engages in substantive discussions with management about the Company’s strategy. Elements of strategy are discussed within the Board committee meetings and at every regularly scheduled Board meeting. This includes updates from management on the Company’s financial performance and the status of operational and social goals and performance, and the internal and external factors that influence performance and sustainability.

At least annually, the Board engages in significant educational sessions that include briefings and presentations from the Company’s senior leadership team, other members of management, and outside advisors and subject matter experts, including scientists and institutional investors. These sessions help the Board to understand the environment within which the Company operates and the risks and opportunities presented thereby, and inform and shape the Board’s understanding of management’s decision-making, leading to more effective oversight of the Company’s short-, medium- and long-term strategies and operational objectives.

2022 Highlights

The Company closed out 2022 having achieved record net income and record earnings per share, while also returning more cash to stockholders than in any other year in Company history. Significant progress was made on the Company’s continuing energy transition including regulatory approval for its first two solar-battery projects. The Board executed on its succession plan and appointed a new female director effective January 1, 2023, who brings significant knowledge and experience surrounding major risks and opportunities facing the utility sector, including those related to climate change, advancing technology and cyber security.

Oversight of Risk Management

Our Board of Directors is responsible for providing oversight with respect to our major strategic initiatives, which requires ongoing dialogue with our senior management team about opportunities and risks, and the processes through which senior management maintains focus on the organization’s key financial and business objectives, corporate policies, and overall economic, environmental and social performance. Senior management, in turn, is responsible for effectively planning and executing daily operations within a strong risk framework.

With that in mind, the Company has created a framework from which management is able to provide meaningful information to the Board to aid in its oversight responsibility. Included below is a high-level overview of that structure.

Audit Services

As a standing corporate practice, each year, management systematically evaluates the Company’s risk areas. Our Audit Services department conducts an annual enterprise risk assessment, whereby business leaders identify existing, new or emerging issues or changes within their business areas that could have enterprise implications. Risk areas are then mapped to create a cumulative assessment of their significance and likelihood, taking into consideration industry benchmarking information, as appropriate. The mapping also identifies lines of responsibility for managing the risks to ensure accountability and focus.

WEC Energy Group

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2023 Proxy Statement

Enterprise Risk Steering Committee

Chaired by the Chief Executive Officer and consisting of other senior-level management employees, our Enterprise Risk Steering Committee (“ERSC”) regularly reviews the Company’s key risk areas and provides input into the development and implementation of effective compliance and risk management practices. On a bimonthly basis, the ERSC discusses findings of Audit Services’ annual enterprise risk assessment, holds in-depth discussions with members of management on identified subjects, and tracks the status of ongoing progress. The Chief Executive Officer provides the Board with routine updates on the Company’s key risk areas during the Board meetings, including summaries from the bimonthly discussions held by the ERSC.

Climate Risk: Given the significant risks and opportunities associated with climate change, management has created a separate committee under the guidance of the Chief Executive Officer. The Climate Risk Committee, which is a sub-committee of the ERSC, brings together senior-level officers responsible for overall climate-related corporate strategy. This committee meets at least quarterly to review and discuss climate-related goals, risks and opportunities.

Board Committees

To carry out its oversight function, the Board is organized into five standing committees with specific duties and risk-monitoring responsibilities: Audit and Oversight, Compensation, Corporate Governance, Executive and Finance. With the exception of the Executive Committee, the Board and each of its committees meet regularly throughout the year, and receive regular briefings prepared by management and outside advisors on specific areas of current and emerging risks to the enterprise, which are identified and monitored through the Company’s enterprise risk management framework, as described above.

The Committees routinely report to the full Board on matters that fall within designated areas of responsibility as described in their charters. Examples of risk monitoring activity that have been designated to the full Board and its committees are shown in the chart below. More information on the committees’ duties and responsibilities begins on page P-32.

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.

Executive Sessions

Executive sessions for the non-management directors are generally held at every regularly scheduled Board and committee meeting, during which directors have direct access to, and meet as desired with, Company representatives to discuss matters of interest, including those related to risk management.

Outside of scheduled meetings, the Board, its committees and individual Board members have full access to executives, senior managers and other key employees, including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, General Counsel, EVP External Affairs, Chief Audit Officer, Compliance Officer, Chief Information Officer and Controller. They are also free to engage as needed with the leaders of our utility companies and our corporate center departments, including customer service, environmental, enterprise security, human resources, investor relations, tax and treasury.

WEC Energy Group

P-25

2023 Proxy Statement

Risk Oversight Responsibilities

The Board believes that its leadership structure, in combination with management’s enterprise risk management program, effectively supports the Board’s risk oversight function.

Board Oversight
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
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


WEC Energy Group	P-26	2023 Proxy Statement

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITMENT

The Board’s oversight of the Company’s strategic direction includes reviewing with senior management our approach to environmental, social and governance matters. The Board is mindful of management’s responsibility to provide safe, reliable and affordable energy, to preserve the Company’s long-term value and to make decisions that take into account not only the Company’s stockholders, but also the interests of its other stakeholders, including our employees and the well-being of the communities we serve, now and in the future.

Below are some highlights from 2022 that demonstrate the Company’s and the Board’s commitment to ensuring that the Company’s goals and practices are aligned with a strong focus on environmental, social and governance priorities and, ultimately, sustainability. More details on Company performance in key areas are available under “2022 WEC Energy Group Operational Goals and Performance under the Short-Term Performance Plan,” which begins on P-49.

Delivering a clean energy future

ESG Progress Plan: A Road Map for Investment in Efficiency, Sustainability and Growth

In advance of publicly announcing the Company’s five-year (2023-2027) capital plan in November 2022, management reviewed this updated ESG Progress Plan with the Board.

Management and the Board discussed the foundation underlying the $20.1 billion in projected investments over five years that are designed to set the Company on the course to meet its long-term emission reduction targets while also ensuring continued focus on business fundamentals. Those discussions included criteria such as underlying customer preferences and needs, regulatory environment, financial implications, and technological advancements that will influence the trajectory of the plan’s execution, and resulted in the Board’s approval of management’s strategic vision and recommendations.

Supporting our colleagues and communities

Human Capital Management

We strive to make our companies great places to work, with programs for individual development, initiatives to promote our core values of diversity, equity and inclusion, and targeted recruitment as we build the workforce of the future. During 2022, we demonstrated this commitment through many initiatives focused on, among other priorities: employee education; significant support for and leveraging of our nine business resource groups; increasing workforce diversity in our senior leadership; meeting our vigorous health and safety expectations; training and development opportunities for employees at all levels of the organization; our robust talent review and succession planning process that ensures we have a talent pipeline for the future and supporting charitable giving to diverse communities to improve local employment opportunities.

Supplier Diversity

We have had a supplier diversity program under the watchful guidance of senior leadership since 2002. In 2022, we spent $299 million with diverse suppliers, including certified minority-, women-, veteran- and service disabled-owned businesses.

Community Support

Management and the Board have always embraced the Company’s role as a leader in the communities we are privileged to serve. During 2022, our companies and foundations contributed more than $20 million in charitable grants to support nonprofits hard at work helping others.

Upholding strong governance

Board Oversight

Our Board has been deeply engaged in careful succession planning over the past several years, with a clear focus on maintaining a board composition that has the professional experience, core competencies, and diversity to provide effective oversight of the complex matters the Company faces in the highly regulated utility industry. Between 2019 and 2022, five new independent directors have been added to the Board. This has successfully resulted in enhancing the Board’s collective core competencies and oversight expertise in key risk areas including technology and cyber security, enterprise risk, renewable energy investment strategy, corporate sustainability, and diversity, equity and inclusion initiatives, while simultaneously increasing its overall ethnic, racial and gender diversity, and decreasing overall Board tenure. In 2022, the Company launched a formal process of quarterly reporting to the Audit and Oversight Committee on matters relating to political advocacy.

United Nations SDGs

Delivering reliable, affordable energy to our customers, reducing greenhouse gas emissions, and building and maintaining safe, resilient infrastructure are central to our business. These commitments align directly with three of the United Nations Sustainable Development Goals:


WEC Energy Group	P-27	2023 Proxy Statement

Priority Sustainability Issues

In early 2020, the Company partnered with the Electric Power Research Institute (“EPRI”) in a formal assessment process, to identify the sustainability issues that are most important to our Company and its stakeholders, considering both current and potential long-term impacts, as well as input and validation from both internal and external stakeholders. The results of this comprehensive assessment have strengthened our existing commitment to sustainability, and are being used to develop strategies and drive changes to meet and exceed stakeholder expectations and pave the way for the Company’s successful future.

Our Priority Sustainability Issues (alphabetical order)

• Climate strategy

• Community engagement

• Customer satisfaction

• Cybersecurity

• Economic development

• Empowered employees

• Energy affordability

• Energy reliability

• Environmental responsibility

• Financial discipline

• Government relations

• Innovation

• Operational performance

• Safety and health

• Stakeholder transparency

• Strategic governance

• Supply chain integrity

Climate Report

Since 2019, the Company has issued climate reports as needed to illustrate its approach to reducing greenhouse gas emissions and to present an analysis of factors that could affect future decision-making. The Company published its third climate report in 2022, including new scenario analysis for the Company’s natural gas utility business, along with further discussion of risks, opportunities and uncertainties across the enterprise. This report was again prepared in conformity with the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”). The Company plans to issue another TCFD-aligned report in 2023.

Independent assurance of climate data

In 2021, the Company engaged an independent, third-party to provide a limited assurance statement regarding the Company’s processes, systems and controls for the collection and analysis of activity data related to its greenhouse gas emissions for years 2005, 2011, 2015 and 2020.

Commitment to reporting transparency

We value the importance our stakeholders place on understanding how we manage risks and opportunities associated with sustaining our enterprise. In addition to engaging directly with stakeholders on environmental and social issues, we are committed to transparent reporting on these matters through a variety of mechanisms, including those noted below. Further, we routinely respond to data verification and survey requests from a substantial number of third-party organizations seeking input regarding our environmental, social and governance-related performance, programs and policies.

• Corporate Responsibility Report

• Climate Report

• EEI and AGA ESG/Sustainability Reporting Template

• Sustainability Accounting Standards Board (“SASB”) industry standards

• CDP responses

• EEO-1 reporting

• Semiannual disclosure of political activities

• Disclosure of Environmental Policy

See the Corporate Responsibility section of our website for more details: www.wecenergygroup.com/csr


WEC Energy Group	P-28	2023 Proxy Statement

STOCKHOLDER ENGAGEMENT

Accountability to stockholders is critical to the Company’s long-term success. We have systems in place to ensure that management and the Board hear, understand, and consider the issues that matter most to our stockholders and other key constituents. This ongoing engagement provides valuable insight into how the Company’s practices and policies are externally perceived, shapes the processes used to evaluate goals and expectations, and helps to highlight emerging issues that may affect our governance practices.

Company leaders, including the Executive Chairman, regularly engage with stakeholders to discuss the Company’s business results, strategic direction and governance practices through a year-round engagement program. This provides valuable feedback to management and the Board about our environmental, social and governance practices.


Who we engage Institutional and retail stockholders Industry thought leaders Sustainability-centered coalitions and activists Proxy advisory firms Environmental, social and governance rating firms	Who participates in engagement Members of the Board Senior management Employees from disciplines across the enterprise, including investor relations, legal, environmental, government affairs and corporate affairs	Year-round governance engagement process *Summer* Review results from Annual Meeting of Stockholders Seek feedback from stockholders on voting decisions Assess governance and executive compensation practices Provide Board with feedback and recommendations *Fall* Discuss executive compensation practices and environmental, social and governance topics with investors Consider enhancements to our practices and disclosures Share investor feedback and recommendations with Board *Winter* Continue discussions with investors on executive compensation practices and environmental, social and governance topics Board approves, as needed, changes or enhancements to practices and disclosures Develop disclosures for the proxy statement Publish Form 10-K *Spring* Publish Annual Report and Proxy Statement Hold Annual Meeting of Stockholders

How we engage Quarterly investor calls, conferences, presentations Ad hoc in-person and virtual meetings Participation in industry associations and forums Timely disclosures filed with the SEC and publication of other significant corporate reports on our website Process for stockholders to directly correspond with individual directors via the Corporate Secretary

Topics of engagement in 2022 Corporate strategy Financial and operational performance results Management succession planning Board composition and refreshment Executive compensation metrics and targets	Climate change and decarbonization Human capital management Diversity, equity and inclusion efforts Safety Priority sustainability issues Community engagement and charitable giving

In 2022, we engaged with stockholders representing approximately 30% of the Company’s outstanding common stock about our environmental, social, governance and compensation practices. We also engaged with key constituents across the broader investment community, a sample of which is provided below.

Jan/Feb

4th Quarter and Full Year 2021 Earnings Call

Evercore ISI Utility CEO Conference

Investor meetings hosted by Guggenheim

Morgan Stanley Global Energy and Power Conference

March/April

Bank of America Merrill Lynch Boston Power, Utilities and Clean Energy Conference

Global Listed Infrastructure Organization Conference – Meetings and Chairman Fireside Chat

Atlantic Equities European Investor Meetings

UBS Non-Deal Roadshow

Wolfe Research Non-Deal Roadshow

Scotia Bank Utilities & Renewables Conference

J.P. Morgan Midwest Utilities & Midstream 1x1 Forum

May/June

1st Quarter Earnings Call

American Gas Association Financial Forum Conference

JP Morgan Conference

UBS Kiawah Energy Transition Summit

Evercore ISI investor meetings and plant tours

July/Aug

2nd Quarter Earnings Call

Corporate Responsibility Report published

Climate Report published

Submitted responses to CDP Questionnaire

Investor meetings hosted by: Wells Fargo, Wolfe and Evercore

Sept/Oct

Wolfe Utilities & Energy Conference/Chairman Fireside Chat

Barclay’s CEO Energy-Power Conference

Investor outreach focused on environmental, social and governance topics

Nov/Dec

3rd Quarter Earnings Call

Edison Electric Institute Financial Conference

Wells Fargo Securities Midstream and Utility Symposium

Mizuho Utilities Summit

BMO Growth and ESG Conference


WEC Energy Group	P-29	2023 Proxy Statement

BOARD LEADERSHIP STRUCTURE

Roles of the Chairman and CEO

Consistent with WEC Energy Group’s bylaws and Corporate Governance Guidelines, the Board has discretion to combine and separate the offices of the Chief Executive Officer and Chairman of the Board. The Board believes the current leadership structure of separate CEO and Chairman positions is in the best interests of the Company’s stockholders at this time. This structure allows Mr. Lauber to focus on implementing the Company’s operating plans and leading the day-to-day management of our seven customer-facing utilities, and allows Mr. Klappa to lead the Board in its oversight, advisory and risk management roles, with added leadership responsibility for Company strategy, capital allocation, investor relations and economic development matters.

Independent Lead Director

The independent members of the Board elect the Independent Lead Director, with an expectation that the individual elected will serve in that capacity for three years, subject to continuing election by stockholders in annual director elections. The independent members of the Board may adjust the Independent Lead Director’s length of service in that role, including extending it beyond three years, at their discretion. Annually, the independent members of the board complete a performance evaluation of his or her effectiveness.

In May 2020, the Board elected William M. Farrow to serve as the Independent Lead Director; he also chairs the Corporate Governance Committee. The independent directors plan to hold an election for the next Independent Lead Director in May 2023.

Duties of the Independent Lead Director include:

• presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors without any management present;

• serves as liaison between the CEO and the independent directors under most circumstances, although each individual director has full access to the CEO;

• authority to call meetings of the independent directors;

• reviews and approves meeting schedules and agendas for the Board and its committees for content and to assure there is sufficient time for discussion of all agenda items;

• reviews all proposed changes to committee charters;

• leads the annual Board evaluation;

• provides input to the Chairman on the scope, quality and timeliness of information provided to the Board;

• authority to attend all committee meetings, as appropriate;

• be available for consultation and communication with significant stockholders and other interested parties, if needed; and

• any other duties as may be prescribed by the Board.

BOARD AND COMMITTEE PRACTICES

Board Meetings and Attendance

During 2022, the Board met six times and executed three written unanimous consents. All directors attended more than 75% of the total number of meetings of the Board and Board committees on which each served, with average director attendance at more than 99%. Generally, all directors are expected to attend the Company’s Annual Meetings of Stockholders. All directors standing for election in 2023, other than Ms. Bie, who was not a director at the time, attended the 2022 Annual Meeting of Stockholders.

Executive Sessions

At every regularly scheduled Board and committee meeting, executive sessions are scheduled, and are generally held, for the non-management directors to meet without management present. In 2022, an executive session of independent, non-management directors was held at every regularly scheduled Board meeting and at most committee meetings.

Director Orientation and Continuing Education

Management takes seriously its responsibility to onboard new directors and provide ongoing education for existing directors on the unique and complex issues inherent in operating a public company in the regulated utility industry.

Management has created a robust orientation program that introduces new directors to the Company’s organizational structure, businesses, strategies, risks and opportunities, which includes in-house and field programs such as walking tours of the Company’s generating facilities and project sites, senior management presentations and individual sessions with senior leaders. These activities assist new directors in developing and/or enhancing their Company and industry knowledge to optimize their service on the Board. To ensure that our directors have self-directed access to governance-related resources and director training opportunities, all of our directors are members of the National Association of Corporate Directors (“NACD”).

During 2022, management provided significant educational opportunities for the Board to better understand the external environment within which the Company operates, including briefings and presentations provided by third-party experts, outside advisors and other stakeholders.


WEC Energy Group	P-30	2023 Proxy Statement

Annual Performance Evaluations

CEO Performance

The Compensation Committee, on behalf of the Board, annually evaluates the performance of the CEO and reports the results to the Board. The CEO is evaluated in a number of areas including leadership, vision, financial stewardship, strategy development and execution, management development, effective communication with constituencies, demonstrated integrity and effective representation of the Company in community and industry affairs.

As part of this practice, the Compensation Committee Chair individually obtains from each non-management director his or her input on the CEO’s performance, which is summarized and discussed with the Compensation Committee members, followed by discussion in executive session with all non-management directors. The Compensation Committee Chair then shares the evaluation results with the CEO. This procedure allows the Board to evaluate the CEO and to communicate the Board’s expectations. The Compensation Committee considers the input of all non-management directors in determining appropriate compensation for the CEO. This process was completed and the Compensation Committee approved a 2023 compensation package for Mr. Lauber in December 2022.

Executive Chairman Performance

Under the same process and timing as the CEO performance evaluation, the Compensation Committee Chair facilitated the annual performance evaluation of Mr. Klappa in his role as Executive Chairman. The results were discussed with the Compensation Committee members, followed by discussion with all non-management directors in executive session and, ultimately, with Mr. Klappa. This process was completed and the Compensation Committee approved a 2023 compensation package for Mr. Klappa in December 2022.

Independent Lead Director Performance

On an annual basis, the Independent Lead Director is evaluated on the effectiveness in carrying out his or her duties, which are outlined in the Corporate Governance Guidelines. This evaluation is led by the Chairman of the Board, who references the NACD Lead Director Assessment framework to facilitate individual conversations with the independent directors to capture feedback. The Independent Lead Director is evaluated in several areas including his facilitation of discussions between and amongst the Chairman and the directors during open sessions with management, during executive sessions, and outside of board meetings, and his collaboration with the Chairman in identifying key topics, issues and concerns that directors wish to be addressed during board meetings and executive sessions. The Chairman uses this input to provide the Independent Lead Director feedback in carrying out his or her duties in the upcoming year. This process was completed in April 2022.

Board Performance

The Board recognizes that self-reflection and continuous improvement are key to remaining an effective governing body. Led by the Independent Lead Director, the Corporate Governance Committee is charged with overseeing the Board’s annual evaluation process, a process which is reviewed periodically, and includes discussion on whether to utilize a third-party facilitator. In December 2022, the Board evaluated its performance utilizing a framework of questions developed by the NACD, in addition to several broad “reflection” questions. The Corporate Governance Committee and the Board discussed the Board evaluation results at their meetings in January 2023. It is standard practice for the Corporate Governance Committee to use the results of this process to foster continuous improvement of the Board’s governance activities.

BOARD EVALUATION PROCESS

Self-Reflection Questionnaire

One-on-One Discussion with Independent Lead Director

Discussion of Key Take-Aways and Governance Enhancements

Directors contemplated the Board’s performance across the following elements:

• board composition and leadership

• board committees

• board meetings

• overall effectiveness of the Board

• overall effectiveness of the Board with regard to management.

The Independent Lead Director engaged in one-on-one discussions with each director on elements of the Board’s performance, allowing each director an opportunity to speak candidly.

Having captured a summary of the feedback from these discussions, the Independent Lead Director led the Corporate Governance Committee, and then the Board during its Executive Session, through group discussions of key takeaways and recommended enhancements to its governance practices.

Committee Performance

Each committee, except the Executive Committee, conducts an annual performance evaluation of its own activities and reports the results to the Board. During this evaluation, each committee compares its performance against the requirements of its charter and its annual planning calendar; contemplates a series of questions related to the qualifications and performance of committee members; considers the quality and quantity of information provided to the committee in advance of its meetings; and evaluates the effectiveness of the processes the committee uses to carry out its oversight responsibilities. The results of the annual evaluations are used by each committee to identify its strengths and areas where its governance practices can be improved. Each committee may recommend changes to its charter to the full Board based upon the evaluation results.

It is also standard practice for the Corporate Governance Committee annually to conduct a holistic review of all of the committees’ charters and annual planning calendars, taking into consideration evolving and new best practices with respect to risk oversight. Recommendations are routed to the appropriate Committee Chair, as needed, for consideration.

Following this holistic review during 2022, several of the Board committees, with the exception of the Compensation and Executive Committees, adopted changes to their charters.


WEC Energy Group	P-31	2023 Proxy Statement

BOARD COMMITTEES

The Board of Directors has the following committees: Audit and Oversight, Compensation, Corporate Governance, Executive and Finance. Each committee, except the Executive Committee, operates under a charter approved by the Board, which can be found on our website at www.wecenergygroup.com/govern/committee-comp.htm. With the exception of the Executive Committee, only independent directors serve on the standing committees.

Audit and Oversight

Members

Key Responsibilities

Danny L. Cunningham, Chair

Ave M. Bie*

Maria C. Green

Thomas K. Lane

Glen E. Tellock

2022 Meetings: 6

• Oversee the integrity of the financial statements.

• Oversee management compliance with legal and regulatory requirements.

• Oversee management’s strategy for data privacy and security, including cyber and physical.

• Review the Company’s environmental and compliance programs, including its Ethics and Compliance program and Code of Business Conduct.

• Review, approve, and evaluate the independent auditor’s qualifications, independence and services.

• Oversee the performance of the internal audit function and independent auditors.

• Discuss risk management and major risk exposures and steps taken to monitor and control such exposures.

• Establish procedures for the submission and treatment of complaints and concerns regarding the Company’s accounting controls and auditing matters.

• Prepare the audit committee report required by the SEC for inclusion in the proxy statement.

* Ms. Bie was elected to the Board and appointed to the Audit and Oversight Committee effective January 1, 2023.

The Audit and Oversight Committee is a separately designated committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit and Oversight Committee consists solely of independent directors who meet the independence requirements of the SEC, NYSE and the Board’s Corporate Governance Guidelines. In addition, the Board has determined that all of the members of the Audit and Oversight Committee are financially literate as required by NYSE rules and that Directors Cunningham, Lane and Tellock qualify as audit committee financial experts within the meaning of SEC rules.

Compensation

Members

Key Responsibilities

Ulice Payne, Jr., Chair

William M. Farrow III

Thomas K. Lane

2022 Meetings: 6*

• Determine and annually review the Compensation Committee’s compensation philosophy.

• Oversee the development of competitive, performance-based executive and director compensation programs.

• Review and approve the compensation paid to select employees, including the Company’s executive officers (including base salaries, incentive compensation, and benefits).

• Establish and administer the CEO and Executive Chairman compensation packages.

• Set performance goals relevant to the CEO and Executive Chairman compensation.

• Annually evaluate CEO and Executive Chairman performance and determine compensation adjustments.

• Annually assess whether any risks arising from the compensation program are reasonably likely to have a material adverse effect on the Company.

• Review the Company’s plans for leadership and succession planning of executive officers.

• Periodically review and assess the Company’s strategy for human capital management initiatives.

• Prepare the report required by the SEC for inclusion in the proxy statement.

• Review the results of the most recent stockholder advisory vote on compensation of the named executive officers.

* Included one joint meeting with the Corporate Governance Committee.

The Compensation Committee consists solely of independent directors who meet the independence requirements of the SEC, NYSE and the Board’s Corporate Governance Guidelines.

The Compensation Committee is charged with administering the compensation package of WEC Energy Group’s non-management directors. The Compensation Committee meets with the Corporate Governance Committee annually to review the compensation package of WEC Energy Group’s non-management directors and to determine the appropriate amount of such compensation.

WEC Energy Group

P-32

2023 Proxy Statement

Compensation Advisor: The Compensation Committee, which has authority to retain advisers and consultants at WEC Energy Group’s expense, retained Frederic W. Cook & Co., Inc. (“FW Cook”) to analyze and help develop the Company’s executive compensation program, and to assess whether the compensation program is competitive and supports the Committee’s objectives. FW Cook also assesses and provides recommendations on non-management director compensation, as discussed in more detail on pages P36-P37. FW Cook is engaged solely by the Compensation Committee to provide executive compensation consulting services, and does not provide any additional services to the Company.

In connection with its retention of FW Cook, the Compensation Committee reviewed FW Cook’s independence, including: (1) the amount of fees received by FW Cook from WEC Energy Group as a percentage of FW Cook’s total revenue; (2) FW Cook’s policies and procedures designed to prevent conflicts of interest; and (3) the existence of any business or personal relationships that could impact independence. After reviewing these and other factors, the Compensation Committee determined that FW Cook is independent and the engagement did not present any conflicts of interest. FW Cook also determined that it was independent from the Company’s management, which was confirmed in a written statement delivered to the Compensation Committee.

For more information regarding our director and executive compensation processes and procedures, please refer to “Director Compensation”, beginning on page P-36, and “Compensation and Discussion Analysis,” beginning on P-43, respectively.

Corporate Governance

Members

Key Responsibilities

William M. Farrow III, Chair

Curt S. Culver

Cristina A. Garcia-Thomas

2022 Meetings: 4*

• Establish and annually review the Corporate Governance Guidelines to verify that the Board is effectively performing its fiduciary responsibilities to stockholders.

• Periodically review the charters of each committee of the Board and make recommended changes as appropriate.

• Establish and annually review director candidate selection criteria, as well as the Board and each committee’s structure, size, composition and leadership.

• Identify and recommend candidates to be named as nominees of the Board for election as directors.

• Perform annual review of the Company’s Related Party Transaction Policy, and where appropriate, review and approve related party transactions in accordance with the policy.

• Lead the Board in its annual review of the Board’s performance.

• Review and determine the compensation package of non-management directors in conjunction with the Compensation Committee.

* Included one joint meeting with the Compensation Committee.

The Corporate Governance Committee consists solely of independent directors who meet the independence requirements of the NYSE and the Board’s Corporate Governance Guidelines.

Executive

The Board also has an Executive Committee, which may exercise all powers vested in the Board except action regarding dividends or other distributions to stockholders, filling Board vacancies, and other powers which by law may not be delegated to a committee or actions reserved for a committee comprised of independent directors. The members of the Executive Committee are Gale E. Klappa (Chair), Curt S. Culver, Danny L. Cunningham, William M. Farrow III, and Ulice Payne, Jr. The Executive Committee did not meet in 2022.

Finance

Members

Key Responsibilities

Curt S. Culver, Chair

Maria C. Green

Ulice Payne, Jr.

Mary Ellen Stanek

2022 Meetings: 3

• Review and monitor the Company’s current and long-range financial policies and strategies, including our capital structure and dividend policy.

• Authorize the issuance of corporate debt within limits set by the Board.

• Discuss policies and financial programs with respect to financial risk management.

• Approve the Company’s financial plan, including the capital budget.

• Review the investment performance of employee retirement and benefit plan assets.

The Finance Committee consists solely of independent directors who meet the independence requirements of the NYSE and the Board’s Corporate Governance Guidelines.

WEC Energy Group

P-33

2023 Proxy Statement

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the persons who served as members of the Compensation Committee during 2022 was an officer or employee of the Company during 2022 or at any time in the past nor, had reportable transactions with the Company.

During 2022, none of the Company’s executive officers served as a member of the Compensation Committee or as a director of another entity, one of whose executive officers served on the Compensation Committee or as a director of the Company.

ADDITIONAL GOVERNANCE MATTERS

Political Activities

We advocate on behalf of our customers, stockholders and employees for safe, reliable and affordable energy before local, state and federal elected officials and government agencies. We maintain governmental and regulatory relations offices in Chicago, Illinois; Rosemount, Minnesota; Madison, Green Bay and Milwaukee, Wisconsin; and Washington, D.C. We also hire contract lobbyists and work with trade organizations to assist in advocacy activities. Our lobbyists are lawfully registered in each jurisdiction where they perform services for us.

We have multiple political action committees (“PACs”). Our PACs are registered with their regulating governments and authorized by elections laws to collect voluntary contributions from employees who choose to participate. The money, in turn, is used to support candidates running for federal, state and local offices. Contribution amounts are limited by law. All of our PACs are administered by a committee that combines appointed and elected members. Oversight committees make decisions on how and where dollars are spent.

We have a corporate policy on political activity, contributions and reporting (the “Government Relations Policy”), and periodically conduct training on compliance with lobbying laws. As part of its oversight function, the Board’s Audit and Oversight Committee, which consists solely of independent directors, conducts an annual review of this policy. The committee also reviews a summary of political activities and associated reporting excerpted from our Corporate Responsibility Report in advance of its publication each year.

Consistent with best practices, among other things, the Government Relations Policy:

	•	addresses our interactions with public officials, outlining expectations, requirements, restrictions and prohibitions;

	•	requires Compliance Officer review of any requests for corporate political contributions to confirm they comply with applicable election laws and regulations; and

	•	requires the Executive Vice President-External Affairs to submit a quarterly report to the Audit and Oversight Committee that addresses activities covered by the Government Relations Policy.

Corporate Political Donations

The Government Relations Policy sets forth the standards and requirements that govern the Company’s interactions with public officials, and addresses the process for requesting and authorizing contributions to organizations operating under Section 527 of the Internal Revenue Code and organizations that qualify as national political committees. Corporate contributions adhere to all applicable federal and state laws where we do business. We use corporate funds to support candidates and causes to benefit energy safety, reliability and affordability, without regard for executives’ personal political preferences.

Lobbying

The Company files federal quarterly lobbying reports and semiannual contribution reports with the clerk of the U.S. House of Representatives and the secretary of the U.S. Senate. Our direct lobbying is conducted in support of our corporate initiatives and targets, including our greenhouse gas reduction goals, and is consistent with the goals of the Paris Agreement. Our website provides details on: (1) contributions made by our PACs; (2) corporate contributions to state party legislative committees and elected officials; (3) links to federal and state lobbying reports; and (4) trade organization memberships, including annual dues and contributions of $25,000 or more to trade associations and coalitions. To learn more, please access our “Political Activities” web page at www.wecenergygroup.com/csr/political-activities.htm.

Code of Business Conduct

WEC Energy Group’s Code of Business Conduct (the “Code”) is the foundation of the Company’s Ethics and Compliance program, as it sets the standards for creating and sustaining a culture of ethics and integrity. The Compliance Officer oversees the management and operations of the program, about which she provides regular update reports to the Board’s Audit and Oversight Committee. All WEC Energy Group directors, executive officers and employees, including the principal executive, financial and accounting officers, have a responsibility to comply with the Code, to seek advice in doubtful situations and to report suspected violations. All those subject to the Code, including the Company’s non-management directors, are required to participate in annual training on the elements of the Code.

The Code addresses expectations for Company culture, including among other things: non-retaliation for raising concerns; safety; diversity, equity and inclusion; conflicts of interest; confidentiality; fair dealing; protection and proper use of Company resources, assets and information; and compliance with laws, rules and regulations (including political contribution and insider trading laws). The Code is available on our website at the following address: www.wecenergygroup.com/govern/codeofbusinessconduct.pdf.

The Company has several ways individuals can report concerns and raise questions concerning the Code and other Company policies. As one reporting mechanism, the Company has contracted with a third-party so that individuals can confidentially and anonymously report suspected violations of the Code or other concerns, including those regarding accounting, internal accounting controls or auditing matters. The Company has not provided any waiver to the Code for any director, executive officer or other employee.

WEC Energy Group

P-34

2023 Proxy Statement

Related Party Transactions

WEC Energy Group has a written policy on the review, approval or ratification of transactions with related persons, which is overseen by the Corporate Governance Committee, as delegated by the Board.

The policy provides that the Committee will review any proposed, existing, or completed related party transaction in which the amount involved exceeds $120,000, and in which any related party had, has, or will have a direct or indirect material interest. In general, a “related party” includes all directors and executive officers of WEC Energy Group and their immediate family members, as well as stockholders beneficially owning 5% or more of WEC Energy Group’s outstanding stock as defined in SEC rules. Legal Services reviews relevant information on transactions, arrangements, and relationships disclosed and makes a determination as to the existence of a related party transaction as defined by SEC rules and the policy. Related party transactions that are in, or are not inconsistent with, the best interests of WEC Energy Group or its subsidiaries, as applicable, are approved by the Corporate Governance Committee and reported to the Board. Related party transactions are disclosed in accordance with applicable SEC and other regulatory requirements.

In addition, the Code addresses, among other things, how to identify and report potential conflicts of interest. The Code lists the following as examples of potentially problematic situations: (1) family members who are a supplier, contractor or customer of the Company or work for one; (2) obtaining any financial interest in or participating in any business relationship with any company or individual, or concern doing business with WEC Energy Group or any of its subsidiaries that might influence the individual’s decisions or job performance; (3) participating in any joint venture, partnership or other business relationship with WEC Energy Group or any of its subsidiaries; and (4) serving as an officer or member of the Board of any substantial, outside for-profit organization.

Because the Board is mindful of the expectation of its directors to devote the time necessary to fulfill their fiduciary duties, the Corporate Governance Guidelines contain additional requirements for directors seeking to join other Boards. For example, all directors must notify the Company’s Corporate Secretary before accepting a nomination for a position on the Board of another public company and the CEO must obtain the approval of the full Board before accepting such a position.

To further backstop such discussions and approvals, bi-annually all directors and executive officers are required to complete a questionnaire that asks about any business relationship that may give rise to a related party transaction or other conflict of interest and all transactions in which the Company or one of its subsidiaries is involved and in which the director or executive officer, or a relative or affiliate of such director or executive officer, has a direct or indirect material interest. Director nominees under consideration by the Board for election are required to complete the same questionnaire. The Corporate Secretary discusses the results of this diligence with the Corporate Governance Committee.

SEC Form DEF 14A filed by WEC Energy Group Inc.