Thomas Lane
WEC ENERGY GROUPAbout Thomas K. Lane
Independent Lead Director at WEC Energy Group since May 2023; age 68; director since 2020. Lane serves on the Audit and Oversight, Compensation, and Executive Committees and has been designated an “audit committee financial expert.” He brings 30+ years of energy-focused finance experience, including 17 years in Goldman Sachs’ Investment Banking Division and senior roles at Energy Capital Partners (Partner 2005–2017; Vice Chairman since 2017). He has testified before the U.S. House Energy Subcommittee on energy-related matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Capital Partners LLC | Vice Chairman | 2017–present | Investment strategy across power generation, renewables, midstream and environmental infrastructure; adds M&A and long-term growth oversight expertise for WEC |
| Energy Capital Partners LLC | Partner | 2005–2017 | Established and executed firm investment strategies in energy infrastructure |
| Goldman Sachs (Investment Banking Division) | Senior coverage banker (utilities, IPPs, midstream) | 17 years (dates not stated) | Deep financial reporting and regulated utility expertise applicable to audit and compensation oversight |
| U.S. House Energy Subcommittee | Testified on energy matters | Not stated | Understanding of federal energy policy formation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Summit Midstream Partners, LP | Director | 2009–May 2020 | Former public board role (ended prior to current proxy year) |
| USD Partners, LP | Director | 2014–April 2020 | Former public board role (ended prior to current proxy year) |
Board Governance
- Independent Lead Director since May 2023 with defined authorities (e.g., presides over executive sessions, agenda review/approval, authority to call meetings of independent directors, lead annual board evaluation, investor engagement as needed).
- Committee assignments and meeting cadence:
- Audit and Oversight (Member; Audit Committee Financial Expert). 2024 meetings: 5. Committee comprised solely of independent directors.
- Compensation (Member). 2024 meetings: 7 (including one joint with Corporate Governance). Committee comprised solely of independent directors.
- Executive (Member). The Executive Committee did not meet in 2024.
- Board attendance and engagement:
- 2024 Board met seven times (plus one unanimous written consent); all directors attended >75% of meetings; average director attendance >98.7%. Executive sessions of independent directors held at all regular Board meetings and most committee meetings.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit and Oversight | Member; Audit Committee Financial Expert | 5 |
| Compensation | Member | 7 |
| Executive | Member | 0 (did not meet) |
Fixed Compensation
- Program structure (unchanged for 2025): Annual cash retainer $120,000; Independent Lead Director retainer $30,000; annual equity retainer $160,000 in restricted stock (one-year vest); no meeting fees. Committee chair fees: Audit $20,000; Compensation $20,000; Corporate Governance $15,000; Finance $15,000. Director stock ownership guideline: 5× annual cash retainer to be met within five years.
- Lane’s actual director compensation:
- 2024: Fees earned or paid in cash $150,000; stock awards $160,000; total $310,000.
- 2023: Fees earned or paid in cash $130,000; stock awards $150,000; total $280,000.
- Increase in 2024 reflects program change approved Dec 2023 (cash retainer raised from $110,000 to $120,000 and equity retainer from $150,000 to $160,000 effective Jan 1, 2024).
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 130,000 | 150,000 | 280,000 |
| 2024 | 150,000 | 160,000 | 310,000 |
| Director Program Elements (2024–2025) | Amount |
|---|---|
| Annual Cash Retainer | $120,000 |
| Independent Lead Director Retainer | $30,000 |
| Annual Equity Retainer (Restricted Stock) | $160,000; one-year vest |
| Committee Chair Fees (Audit/Comp/Gov/Finance) | $20,000 / $20,000 / $15,000 / $15,000 |
| Meeting Fees | None |
| Director Stock Ownership Guideline | 5× annual cash retainer within five years |
Performance Compensation
- Director equity grants are time-based restricted stock (not performance-vested); no stock options awarded to directors in 2023 or 2024.
| Year | Grant Date | Equity Type | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 2023 | Jan 3, 2023 | Restricted Stock | $150,000 (per director) | Vests in full one year from grant date |
| 2024 | Jan 2, 2024 | Restricted Stock | $160,000 (per director) | Vests in full one year from grant date |
No option awards, non-equity incentive pay, or meeting fees are provided to non-management directors under the program.
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Summit Midstream Partners, LP | Director | 2009–May 2020 | Former public board role |
| USD Partners, LP | Director | 2014–April 2020 | Former public board role |
- Compensation Committee interlocks and insider participation: None during 2024.
Expertise & Qualifications
- Energy private equity leadership (ECP Partner 2005–2017; Vice Chairman since 2017) and energy investment banking (17 years at Goldman Sachs) align with WEC’s regulated utility profile and strategy.
- Audit and compensation oversight experience; designated audit committee financial expert and financially literate under NYSE rules.
- Federal policy literacy from testimony before the House Energy Subcommittee.
- As Independent Lead Director, defined responsibilities include agenda approval, presiding over independent executive sessions, leading annual board evaluation, and investor engagement as needed.
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of Jan 31, 2025) | 11,239 shares; none of the listed individuals owns ≥1% of outstanding shares |
| Options Exercisable Within 60 Days | 0 |
| Phantom/Deferred Stock Units (Director Deferred Plan) | 13,635 units (economic exposure; payable in cash; not included in beneficial ownership total) |
| Unvested Restricted Shares at 12/31/2024 | Each director (except Mr. Klappa) held 1,954 restricted shares at year-end 2024 |
| Hedging/Pledging | Prohibited for directors (no hedging strategies; no margin or pledging) |
| Director Ownership Guideline | 5× annual cash retainer within five years |
Governance Assessment
- Independence and leadership: Lane is an independent director and the Board-elected Independent Lead Director with clearly defined authorities, supporting independent oversight and investor engagement.
- Financial oversight: Member of Audit and Oversight Committee and designated “audit committee financial expert”; committee comprised solely of independent directors.
- Engagement: 2024 attendance was robust at the Board level (average >98.7%; all directors >75%), and executive sessions of independent directors were held at all regular Board meetings and most committee meetings.
- Compensation governance: Member of Compensation Committee; no compensation committee interlocks in 2024; clawback policies in place and overseen by the committee; hedging/pledging prohibited.
- Director pay alignment: Mix of cash and time-vested equity; equity retainer increased from $150,000 (2023) to $160,000 (2024) with cash retainer from $110,000 to $120,000 effective 2024 (unchanged for 2025), maintaining market-aligned total pay and stock price linkage.
- Conflicts and related parties: Lane is Vice Chairman of Energy Capital Partners (energy infrastructure investing), but the company reports no related-party transactions since January 1, 2024 and operates a formal related-party transaction review policy overseen by the Corporate Governance Committee.
No red flags identified in the proxy regarding attendance shortfalls, related-party transactions, hedging/pledging, or compensation committee interlocks for 2024.