Mary Ellen Stanek
WEC ENERGY GROUPAbout Mary Ellen Stanek
Independent director of WEC Energy Group since 2012; age 68 (as of Jan 16, 2025). She serves on the Finance Committee. A Chartered Financial Analyst (CFA), Stanek brings 40+ years of fixed income investment management experience from Baird Financial Group/Baird Advisors, where she has held senior leadership roles since 2000 . The Board has affirmatively determined she is independent; see independence review related to Baird noted below .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Baird Advisors (institutional fixed income advisor) | Chief Investment Officer (CIO); then Co-CIO; CIO – Emeritus | CIO 2000–2022; Co‑CIO 2022–Jan 2025; CIO‑Emeritus since Jan 2025 | Deep fixed income expertise supporting WEC’s financing strategy |
| Baird Financial Group | Managing Director; Director of Asset Management | Since 2000 | Leads asset management; investment strategy expertise relevant to WEC capital markets access |
| West Bend Mutual Insurance Company | Director | 15 years (historical) | Insurance risk perspective for WEC’s Finance Committee |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Baird Funds, Inc. (registered investment company) | President; Board Director | President since 2000; Board member effective May 1, 2025 | Governance role in a registered fund complex |
| Northwestern Mutual Life Insurance Company | Trustee | 2009–June 2023 | Large mutual insurer (trustee role concluded) |
| Various Milwaukee-area non-profits | Board member | Ongoing (not specified) | Community leadership and stakeholder insights |
Board Governance
- Independence: The Board determined Stanek is independent. WEC engages Baird Financial Group for benefit plan consulting/administrative services; fees paid to Baird in 2024 were $830,166 (<0.1% of Baird revenue). She is not involved with the contract, receives no direct financial benefit, and WEC benefit trusts hold no Baird funds. The Board concluded the engagement is not material and does not impact her independence .
- Committee assignment: Finance Committee member (2024 meetings: 3) .
- Attendance and engagement: In 2024 the Board met 7 times; all directors attended >75% of Board/committee meetings; average director attendance >98.7%. Executive sessions for independent directors were held at all regular Board meetings and most committee meetings .
- Tenure/age policy: Non‑management directors with >10 years of service as of Oct 19, 2023 (including Stanek) are subject to an age‑72 renomination limit absent special circumstances. Average Board tenure 7.2 years; 85% independent .
- Overboarding policy: WEC limits directors to service on no more than four public company boards (including WEC) .
Fixed Compensation (Director – 2024)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly |
| Committee chair fees | N/A | Finance chair fees exist but Stanek is not chair |
| Meeting fees | None | No per‑meeting fees |
| Insurance/travel | Company-provided D&O/other coverage; reimbursed travel expenses | Not included in comp table amounts |
2024 actual compensation received by Stanek:
| Year | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $120,000 | $160,000 (restricted stock) | — | — | $280,000 |
Program structure context:
- 2024 Director pay levels reflected a December 2023 increase: cash retainer from $110,000 to $120,000 and equity retainer from $150,000 to $160,000; unchanged for 2025 .
- Directors may defer cash fees into a phantom stock fund or a prime rate fund under the Directors’ Deferred Compensation Plan .
- Stock ownership guideline: 5x annual cash retainer (to be met within five years) .
Performance Compensation (Director)
- Equity retainer: $160,000 in restricted stock; vests one year from grant; not performance‑conditioned .
- Options: None granted to directors in 2024 (Stanek shows no option awards) .
Other Directorships & Interlocks
| Relationship | Details | Governance/Conflict Assessment |
|---|---|---|
| Baird Financial Group engagement | WEC paid Baird $830,166 in 2024 for plan-related consulting/admin services; Stanek is a Baird MD/Director of Asset Management. She is not involved in the engagement or recommendations; receives no direct financial benefit; WEC benefit plans hold no Baird funds . | Board concluded non‑material and independence preserved; WEC periodically benchmarks Baird’s services to market . |
| Northwestern Mutual | Former trustee (2009–June 2023) | Not a current interlock; no WEC related‑party exposure disclosed . |
| West Bend Mutual Insurance | Former director (15 years) | No WEC related‑party exposure disclosed . |
WEC related-party transactions disclosure: Since Jan 1, 2024, no related-party transactions required to be disclosed; Corporate Governance Committee oversees related‑party policy .
Expertise & Qualifications
- Chartered Financial Analyst; extensive fixed income and investment strategy expertise from senior roles at Baird since 2000 .
- Provides valuable perspectives on capital structure, debt issuance, and insurance risk to the Finance Committee .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 4,294 shares total; includes 1,693 shares of restricted stock with voting (not investment) power; 2,601 shares with shared voting/investment power |
| Phantom/deferred units | 48,128 share units tied to WEC stock (cash-settled; no voting rights) |
| Shares pledged | None (for all directors/NEOs) |
| Hedging/pledging policy | Prohibited for directors and employees |
| Ownership guideline | 5x annual cash retainer within five years |
Note: As of Dec 31, 2024, each non‑management director (except Mr. Klappa) held 1,954 restricted shares outstanding; director equity awards vest in one year .
Governance Assessment
-
Strengths for investor confidence
- Independent director with directly relevant fixed income/finance expertise; Finance Committee member supporting oversight of capital allocation, structure, and risk programs .
- Strong board process and engagement: high attendance (>98.7% average), executive sessions at every regular meeting, majority independent (11 of 13 nominees) .
- Clear director pay design (cash + time‑vested equity), robust ownership guideline (5x retainer), and prohibition on hedging/pledging align incentives with shareholders .
-
Potential watch items
- Related-party optics: WEC’s recurring engagement of Baird (where Stanek is a senior executive) could be perceived as a conflict; however, Board conducted a detailed review, deemed it non‑material, affirmed independence, and noted she is not involved with the engagement nor compensated from it; benefit plans hold no Baird funds .
- Succession/tenure: Stanek is subject to the age‑72 renomination limit for long‑tenured directors absent special circumstances, signaling upcoming refresh considerations within the next few years .
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Broader governance signals
- Shareholder responsiveness: high say‑on‑pay support (94.3% in 2024) and movement to eliminate supermajority provisions via Proposals 4 and 5 in 2025 indicate constructive governance posture .