Ulice Payne, Jr.
WEC ENERGY GROUPAbout Ulice Payne, Jr.
Independent director of WEC Energy Group since 2003; age 69. Chairs the Compensation Committee and serves on the Executive and Finance Committees. Career includes Managing Member of Addison‑Clifton, LLC (global trade compliance, since 2004), prior roles as Wisconsin Securities Commissioner, Managing Partner of Foley & Lardner’s Milwaukee office, and President/CEO of the Milwaukee Brewers Baseball Club. Current public company directorships: Foot Locker, Inc. (since 2016) and ManpowerGroup (since 2007) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Addison‑Clifton, LLC | Managing Member | Since 2004 | Global trade compliance advisory; client service orientation applied to WEC’s strategic execution |
| State of Wisconsin | Securities Commissioner | Not disclosed | Public service, governance, and regulatory perspective |
| Foley & Lardner LLP (Milwaukee) | Managing Partner | Not disclosed | Senior leadership, legal and risk oversight experience |
| Milwaukee Brewers Baseball Club, Inc. | President & CEO | Not disclosed | Senior executive leadership and operational experience |
External Roles
| Company | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Foot Locker, Inc. | Director | Since 2016 | Committee roles not disclosed in WEC proxy |
| ManpowerGroup | Director | Since 2007 | Committee roles not disclosed in WEC proxy |
Board Governance
- Committee assignments: Compensation (Chair), Executive, Finance .
- Independence: Board affirmatively determined Payne is independent under NYSE and WEC guidelines .
- Attendance/engagement: Board met 7 times in 2024; all directors attended >75% of Board/committee meetings, with average attendance >98.7%. Executive sessions held at all regular Board meetings and at most committee meetings .
- Committee activity: Compensation Committee met 7 times (one joint with Governance); Finance Committee met 3 times; Executive Committee did not meet in 2024 .
- Tenure and age policy: Directors Payne and Stanek are subject to the age‑72 nomination limit for long‑tenured non‑management directors; no term limits otherwise .
- Overboarding guardrails: WEC limits directors to ≤4 public company boards (including WEC); Payne’s three boards (WEC, Foot Locker, ManpowerGroup) are within the cap .
- Say‑on‑pay signal: 2024 say‑on‑pay received 94.3% support, reflecting investor alignment with compensation governance .
Fixed Compensation
| Element | Structure / Amount | 2024 Amount (Payne) |
|---|---|---|
| Annual Cash Retainer | $120,000 (paid quarterly) | $120,000 |
| Committee Chair Fee (Compensation) | $20,000 (paid quarterly) | $20,000 (included in cash) |
| Independent Lead Director Retainer | $30,000 (not applicable to Payne) | — |
| Board/Committee Meeting Fees | None | — |
| Annual Equity Retainer | $160,000 in restricted stock; vests 1 year from grant | $160,000 |
| All Other Compensation | Directors’ Charitable Awards Program cost attribution | $21,618 |
| Total | Cash + Equity + Other | $321,618 |
| Director Stock Ownership Guideline | 5× annual cash retainer to be met within 5 years | Applies |
Notes:
- 2024 non‑management director compensation was increased vs 2023 (+$10k cash, +$10k equity) to align with market median; chair fees unchanged .
Performance Compensation
As Compensation Committee Chair, Payne oversees executive performance‑based pay design and outcomes. 2024 Short‑Term Performance Plan (STPP) metrics and actuals:
Financial goals (Company‑wide):
| Metric | Threshold | Target | Max | Actual 2024 | Payout Driver |
|---|---|---|---|---|---|
| Adjusted Diluted EPS ($) | 4.80 (25%) | 4.85 (100%) | 4.88 (200%) | 4.88 (adjusted) | Max (200%) |
| Adjusted Cash From Operations ($mm) | 2,325 (25%) | 2,425 (100%) | 2,550 (200%) | 3,228.0 | Max (200%) |
Financial goals (Wisconsin utilities, for WI‑focused officers):
| Metric | Threshold ($mm) | Target ($mm) | Max ($mm) | Actual 2024 |
|---|---|---|---|---|
| Aggregate Net Income | 885.8 (25%) | 890.8 (100%) | 897.9 (200%) | 863.1 (below threshold) |
Operational and social modifiers (±10% total):
| Measure | Below | Goal | Above | Actual 2024 | Impact |
|---|---|---|---|---|---|
| Customer Satisfaction – Company (%) | <80.3 | 80.3–83.0 | >83.0 | 85.1 | + |
| Customer Satisfaction – Transaction (%) | <82.8 | 82.8–85.6 | >85.6 | 87.7 | + |
| Supplier Diversity ($mm) | <199.0 | 199.0–265.5 | >265.5 | 332.4 | + |
| Workforce Diversity | Assessment | Met | Exceeded | Exceeded | + |
| Safety – DART recordables | >121 | 69–121 | <69 | 76 | Neutral |
| Safety – Lost‑time injuries | >48 | 24–48 | <24 | 29 | Neutral |
STPP outcome summary (indicative of governance effectiveness):
- Company financial components paid at maximum; ops/social adjustments added +7.5% (non‑WI officers) .
- Discretion: Committee adjusted WI President’s award to target for leadership impact despite utility net income below threshold; disclosed as discretionary bonus .
Long‑term incentive design oversight (Performance Unit Plan):
| Component | Weight | Target / Scale | 2024 Status |
|---|---|---|---|
| 3‑yr TSR vs peer group | 55% | 25th=25%, 50th=100%, 85th+=200% | Plan metric (2024 grant) |
| Authorized ROE (weighted avg) | 45% | 9.27%=25%, 9.42%=100%, ≥9.57%=200% | 2024 earned ROE 9.72% (above max threshold) |
| P/E Ratio rank (additive) | +0–25% | 1st quartile +25%, 2nd quartile +15% | Applied at cycle end |
Other Directorships & Interlocks
- Current public boards: Foot Locker, Inc.; ManpowerGroup .
- Compensation Committee interlocks/insider participation: None in 2024; no reciprocal comp committee relationships noted with WEC executives .
- Time‑commitment policy: ≤4 public boards; Payne is within limit .
Expertise & Qualifications
- Governance, legal, and regulatory experience from service as Wisconsin Securities Commissioner and law firm managing partner .
- Senior leadership and operational credentials as former CEO of the Milwaukee Brewers, and founder/operator in global trade compliance (Addison‑Clifton) .
- Applies risk management, managerial, financial, and global experience to Compensation Chair and Finance Committee responsibilities .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial | Phantom / Deferred Stock Units |
|---|---|---|---|---|
| Ulice Payne, Jr. | 23,101 | — | 23,101 | 2,554 units (cash‑settled, performance‑linked) |
Additional alignment and safeguards:
- Unvested restricted stock: Each non‑management director held 1,954 RS shares as of 12/31/24 (vest in 1 year) .
- Ownership concentration: No individual director or officer beneficially owns ≥1% of outstanding shares .
- Hedging/pledging: Prohibited for directors and employees under Corporate Securities Trading Policy .
- Director ownership guideline: 5× cash retainer within 5 years (applies to Payne) .
- Trading windows and pre‑clearance: Mandatory; 10b5‑1 plans allowed only during open windows .
Governance Assessment
-
Strengths
- Long‑tenured independent director with deep governance and regulatory background; chairs a highly active Compensation Committee (7 meetings) overseeing robust pay‑for‑performance structures with transparent targets and outcomes .
- Clear independence, no related‑party transactions disclosed since Jan 1, 2024; compensation consultant FW Cook engaged by and independent from management .
- High board engagement and attendance (>98.7% average), regular executive sessions, and investor support evidenced by 94.3% say‑on‑pay approval .
- Ownership alignment through equity retainer and deferred units; anti‑hedging/pledging safeguards and director ownership guidelines .
-
Potential watch items
- Age policy: Payne is subject to age‑72 nomination limit for long‑tenured non‑management directors, implying nearer‑term succession considerations and potential Compensation Committee leadership transition planning .
- Legacy Directors’ Charitable Awards Program creates “other compensation” optics ($21,618 allocated for 2024); purely company‑borne cost, no personal tax benefit, but may draw scrutiny from some investors .
- Executive Committee did not meet in 2024; while typical, formal oversight activity through that committee was nil (counterbalanced by active Compensation/Finance work) .
-
Conflicts and red flags
- Related‑party transactions: None requiring disclosure in 2024; Board’s policy and biannual director questionnaires in place .
- Compensation interlocks: None noted; no insider participation in WEC’s Compensation Committee in 2024 .
- Pledging/hedging: Prohibited by policy; no waivers disclosed .
Implication: Payne’s leadership on compensation and governance appears aligned with investor preferences (high say‑on‑pay support), with strong procedural safeguards and transparent, demanding performance metrics. Succession planning for committee leadership should be monitored as he approaches the age‑72 nomination cap .