Scott Lauber
WEC ENERGY GROUPAbout Scott Lauber
Scott J. Lauber is President and Chief Executive Officer of WEC Energy Group and a member of the Board of Directors (director since 2022). He is 59 years old and a certified public accountant with nearly 35 years at WEC and its subsidiaries, progressing through CFO, COO, and CEO roles overseeing finance, operations, risk management, major projects, power generation, IT, supply chain, and WEC Infrastructure & Fuels . In 2024, WEC reported record GAAP EPS of $4.83 and adjusted EPS of $4.88, raised its dividend 6.9% in January 2025, and announced a $28.0 billion 2025–2029 capital plan; five-year TSR tracked closely with peers while ten-year TSR outperformed peers, and net income reached $1,527.2 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WEC Energy Group | President & CEO | Feb 2022–Present | Leads seven customer-facing utilities, strategy, capital allocation, investor relations, and economic development . |
| WEC Energy Group | Sr. EVP & COO | Jun 2020–Jan 2022 | Oversaw IT, Enterprise Risk Mgmt, Major Projects, Power Generation, Supply Chain, Supplier Diversity, and WEC Infrastructure & Fuels . |
| WEC Energy Group | Sr. EVP & CFO (and Treasurer) | 2018–Jun 2020 | Led finance and treasury functions; executive leadership roles since 2016 . |
| Wisconsin Electric Power Co. (WEC subsidiary) | Chairman & CEO; President; EVP; CFO | CEO/Chair since Feb 2022; President Jan 2022–Mar 2024; EVP 2016–2022; CFO 2016–2020 | Direct operational leadership of Wisconsin utility; regulatory and operational execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed . |
Fixed Compensation
| Component (FY2024) | Value | Notes |
|---|---|---|
| Base salary | $1,148,320 | CEO base set following Committee review . |
| Target bonus (STPP) | 140% of base salary | CEO target unchanged in 2024 disclosure . |
| Actual annual incentive (STPP) | $3,282,992 | Equals 286% of base salary; 207.5% of target (includes +7.5% O&S modifier) . |
Performance Compensation
Annual Incentive (STPP) Design and 2024 Outcomes
| Metric | Weight | 2024 Targets | 2024 Actual | Payout |
|---|---|---|---|---|
| Adjusted EPS | 75% | $4.85 = 100%; $4.88 = 200% | $4.88 adjusted EPS | 200% for EPS component . |
| Adjusted Cash From Operations | 25% | $2,425mm = 100%; $2,550mm = 200% | $3,228.0mm | 200% for cash flow component . |
| Operational & Social (Customer Sat., Safety, Diversity) | +/-10% total | Above-goal thresholds defined; e.g., Company “Highly Satisfied” >83.0% | Company results: 85.1%/87.7% CSAT; DART 76; Lost-time 29; Supplier diversity $332.4mm; Workforce diversity exceeded | +7.5% modifier to STPP for CEO and NEOs (ex-Hooper) . |
Result: CEO earned 207.5% of target STPP; equals $3,282,992 for 2024 .
Long-Term Incentive (LTI) Structure and 2024 Grants
| Element | Target mix | 2024 CEO Target LTI | Grant detail | Vesting/terms |
|---|---|---|---|---|
| Performance Units (cash-settled) | 65% | 480% of base salary (CEO) | 41,667 target units (2024 grant) | 3-year cycle (2024–2026); 55% 3-yr TSR vs peer; 45% weighted avg authorized ROE; up to +25% P/E uplift; 0–200% vest; settled in cash; dividend equivalents reinvested . |
| Restricted Stock | 20% | Included in 480% | 12,820 shares granted 1/2/2024 | Vests 1/3 each on 1/2/2025, 1/2/2026, 1/2/2027; 1-yr post-vest holding period; dividends paid in cash . |
| Stock Options | 15% | Included in 480% | 54,598 options at $85.045, granted 1/2/2024 | 10-year term; vest 100% on third anniversary (1/2/2027); no repricing without shareholder approval . |
Peer groups: Compensation benchmarking used a 20-company regulated utility peer set; PUP peer set includes 19 large regulated utilities for TSR/ROE comparisons .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 280,209 total (62,926 shares owned + 217,283 options exercisable within 60 days) as of Jan 31, 2025; <1% of outstanding shares . |
| Unvested restricted stock | 19,276 shares; $1,812,715 market value at FY-end 2024 . |
| Unvested/Unearned performance units | 32,336 (2023 cycle), 43,281 (2024 cycle) at max-basis display; values shown at payout value for max assumption including dividend equivalents . |
| Unexercisable options outstanding | 58,121 (2022 grant, strike $96.035, vest 1/3/2025); 46,270 (2023, $93.69, vest 1/3/2026); 54,598 (2024, $85.045, vest 1/2/2027) . |
| Ownership guidelines (executives) | Must hold Company equity equal to 250%–600% of base salary; unvested performance units excluded from holdings after Oct 2023; 5 years to comply with revised guideline . |
| Ownership guidelines (directors) | 5× annual cash retainer within 5 years . |
| Hedging/pledging | Prohibited (no derivatives, no pledging, no margin accounts) ; none of directors/executives’ beneficially owned shares are pledged . |
| Trading policy | Pre-clearance required; open trading windows; Rule 10b5-1 plans allowed under policy . |
Vesting/selling pressure watchlist:
- RS tranches: ~6,410 shares per year in 2025–2027 from the 1/2/2024 grant (plus prior grants), subject to 1-year post-vest holding .
- Options: 2022 grant vests 1/3/2025; 2023 vests 1/3/2026; 2024 vests 1/2/2027 .
Employment Terms
| Topic | Key terms |
|---|---|
| Retention agreement | Company credits $300,000 annually for up to 10 years to a nonqualified account at 5% interest; vests at 6th contribution (~age 61) or death/disability; Company contributed $330,750 in 2024 . |
| Severance (company plan) | If involuntary termination (not for cause), severance equals 4% of (base + target bonus) × (1 + years of service), max 12 months; CEO cash severance shown below . |
| Change-in-control treatment | Double-trigger: within 24 months post-CIC, options and RS vest; performance units vest at target (100%) upon qualifying termination . |
| Clawback policy | Dodd-Frank/NYSE-compliant restatement clawback; may recoup from officers terminated for cause or violating non-compete/restrictive covenants within 3 years prior . |
| Perquisites & tax gross-ups | Executive financial planning, international travel healthcare/safety service, annual physical reimbursement; limited spousal travel; club dues for select officers (not CEO). New gross-ups prohibited; legacy/admin-only gross-ups permitted; CEO 2024 gross-ups $14,668 . |
Potential Payments (CEO; as of 12/31/2024)
| Scenario | Cash severance | LTI (PUs) | RS | Options | Retirement plans | Health & welfare | Retention acct | Total |
|---|---|---|---|---|---|---|---|---|
| Normal retirement | — | $3,383,935 | — | $507,304 | $1,918,824 | — | — | $5,810,063 |
| Involuntary (no cause) | $2,712,283 | — | — | — | $1,918,824 | $11,408 | — | $4,642,515 |
| Termination post-CIC | $2,712,283 | $7,111,023 | $1,812,715 | $507,304 | $1,918,824 | $11,408 | — | $14,073,557 |
| Disability | — | $7,111,023 | $1,812,715 | $507,304 | $1,918,824 | — | $945,750 | $12,295,616 |
| Death | — | $7,111,023 | $1,812,715 | $507,304 | $1,916,038 | — | $945,750 | $12,292,830 |
Board Governance
- Role and independence: Director since 2022; not independent due to current employment; no committee memberships .
- Board structure: Separate Chairman (Non-Executive) and CEO; defined Lead Independent Director role; executive sessions at each meeting .
- Board independence and diversity: 11 of 13 director nominees independent; Lead Independent Director elected by independents .
- Board and committee attendance: 7 board meetings in 2024; average director attendance >98.7% .
- Employee-director compensation: Employees receive no additional director pay .
Board-service implications:
- CEO also serves as a director, but not as Chair, mitigating CEO/Chair dual-role concerns; independence of committees and frequent executive sessions further support oversight .
Performance & Track Record
- 2024 financials: Record EPS ($4.83 GAAP; $4.88 adjusted); net income $1,527.2 million; dividend raised again in Jan 2025, marking 22 consecutive years of increases (2004–2024); added to S&P High Yield Dividend Aristocrats Index .
- Strategy execution: Announced largest 5-year capital plan ($28.0 billion, 2025–2029) focused on regulated renewables, gas generation/LNG, grid modernization and transmission; plan supports CO2 reduction (60% by 2025, 80% by 2030 vs. 2005) and net-zero methane by 2030 .
- Operational highlights: Paris Solar Park online (180 MW solar; storage expected later in 2025); retired Oak Creek 5 & 6; completed Ixonia LNG storage (1 Bcf); top-tier customer satisfaction and safety metrics; $332.4 million diverse supplier spend .
- Investor engagement and Say-on-Pay: 94.3% 2024 support; extensive year-round engagement including multiple conferences and roadshows .
Compensation Structure Analysis
- Pay-for-performance design: 88% of CEO’s 2024 total direct compensation at risk; STPP tied primarily to EPS (75%) and cash flow (25%) plus O&S modifiers; LTI heavily in PUs tied to 3-year TSR/ROE and potential P/E rating uplift, with cash settlement to avoid dilution .
- 2024 outcomes: Maximum payouts on financial STPP metrics and positive O&S modifier indicate strong alignment with disclosed financial/operational goals; pay program received strong shareholder support (94.3%) .
- Governance safeguards: Robust clawback, ownership guidelines, hedging/pledging ban, trading windows, and no option repricing without shareholder approval .
- Benchmarking and market positioning: CEO LTI target raised to 480% of salary to align with market median; overall program benchmarked against general industry surveys and a regulated utility peer group .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 94.3% support at 2024 meeting; Compensation Committee considered feedback and maintained a performance-based structure .
- Governance responsiveness: Board placed binding proposals to eliminate supermajority voting in Articles and Bylaws following strong shareholder preference; Board recommends approval .
Related Party Transactions and Risk Indicators
- Related party transactions: None required to be disclosed since January 1, 2024 .
- Risk mitigants: Highly regulated utility model, balanced STPP/LTI mix, and board/committee oversight reduce incentive for excessive risk-taking .
- Pledging/hedging: Prohibited; no pledged shares by directors/executives .
- Option repricing: Prohibited without shareholder approval .
- Insider trading policy: Strict pre-clearance, window periods, and 10b5-1 plan controls .
Compensation Peer Group (Benchmarking)
- 2024 compensation comparison group (20 companies) includes Ameren, AEP, CenterPoint, CMS, ConEd, Dominion, DTE, Edison International, Entergy, Evergy, Eversource, Exelon, FirstEnergy, NiSource, PG&E, Pinnacle West, PPL, Southern, Xcel, and Alliant; median revenues ~$13.2B and market cap ~$21.8B .
Investment Implications
- Alignment: CEO compensation is tightly linked to EPS, cash flow, and three-year TSR/ROE, with strong ownership and clawback safeguards—supporting investor alignment and downside risk control .
- Execution: 2024 max STPP outcomes on financial metrics, record EPS, and a sizable 5-year plan indicate continued execution momentum under Lauber’s leadership, with regulatory and capital deployment as primary drivers of returns .
- Selling pressure watch: While hedging/pledging is prohibited, upcoming RS tranches and option vesting dates represent potential supply; however, PU cash settlement reduces incremental share issuance risk .
- Governance: Separation of Chair/CEO, independent committees, and moves to simplify voting standards (if approved) suggest continued governance strengthening, mitigating CEO/Chair dual-role concerns .