Warner Baxter
WEC ENERGY GROUPAbout Warner L. Baxter
Warner L. Baxter, age 63, joined WEC Energy Group’s board effective January 1, 2025 as an independent director. He serves on the Audit and Oversight Committee and has been designated an “audit committee financial expert.” The Board affirmatively determined his independence under WEC’s more stringent-than-NYSE guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Corporation (Fortune 500 utility) | Executive Chairman (retired) | 2022–2023 | Led board-level oversight of large IOU; prior executive leadership provided deep industry, regulatory and financial expertise |
| Ameren Corporation | Chairman, President & CEO | 2014–2021 | P&L leadership across regulated electric and gas utilities; risk management, operations, strategy, governance, investor relations |
| Edison Electric Institute (EEI) | Chair (prior) | Not disclosed | Industry leadership and public policy engagement |
| Electric Power Research Institute (EPRI) | Chair (prior) | Not disclosed | Technology and sustainability oversight in utility sector |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| U.S. Bancorp | Director; Audit Committee Chair | Director since 2015; Audit Chair since 2023 | Leads audit oversight at a Fortune 500 financial institution |
| Quanta Services, Inc. | Director | Since May 2024 | Director at a major infrastructure services company |
Board Governance
- Independence and appointment: Independent director; appointed effective Jan 1, 2025; joined Audit and Oversight Committee Jan 16, 2025 .
- Committee role: Member, Audit and Oversight Committee; designated audit committee financial expert .
- Board effectiveness practices (context): Separate Chair/CEO; independent Lead Director; executive sessions at every board and most committee meetings; majority voting; proxy access; robust evaluation process .
- Attendance (context): In 2024, Board met 7 times; average director attendance >98.7%; Baxter was not yet a director in 2024 .
- Governance enhancement signal: Board placed binding proposals to eliminate supermajority voting in Articles and Bylaws (Proposals 4 and 5) for the 2025 meeting—aligns with shareholder feedback from 2024 .
Fixed Compensation (Director)
| Element | Amount / Terms | Vesting/Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid in $30,000 quarterly increments |
| Annual Equity Retainer | $160,000 in restricted stock | Vests one year from grant date |
| Lead Independent Director Retainer | $30,000 | If applicable (not Baxter) |
| Committee Chair Fees | Audit: $20,000; Compensation: $20,000; Corporate Governance: $15,000; Finance: $15,000 | Paid quarterly; Baxter is a committee member, not chair |
| Meeting Fees | None | No per‑meeting fees |
| Director Deferral | May defer cash fees to phantom stock or prime rate fund | Accrues dividend equivalents on phantom units; paid in cash per election |
Notes: 2025 director pay levels remained unchanged from 2024 .
Performance Compensation (Director)
Directors do not receive performance-based cash bonuses or performance share units; director equity is time-vested restricted stock.
| Performance Metric | Weight | Threshold | Target | Max | 2025 Director Plan Application |
|---|---|---|---|---|---|
| N/A (No performance metrics for directors) | — | — | — | — | Director equity is time-based restricted stock; no performance conditions |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Supplier/customer ties | No related-party transactions requiring disclosure since Jan 1, 2024; Board reviews related-party matters; none reported . |
| Overboarding risk | WEC limits directors to four public boards including WEC; Baxter’s public boards (WEC, U.S. Bancorp, Quanta) total three—within limit . |
| Compensation interlocks | No compensation committee interlocks or insider participation in 2024; Baxter is not on WEC’s Compensation Committee . |
Expertise & Qualifications
- Utility/energy leadership: Former CEO and Executive Chairman of Ameren; prior chairs at EEI and EPRI—strength in regulated operations, strategy, and sustainability .
- Financial reporting and audit: Audit Committee Chair at U.S. Bancorp; designated audit committee financial expert at WEC .
- Risk management and governance: Experience spans risk, finance, regulatory affairs, corporate governance and HCM—aligned with WEC’s core competencies matrix .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned at WEC | 1,693 shares (includes restricted stock) |
| Ownership as % of outstanding | ~0.0005% (1,693 / 319,089,202 outstanding) |
| Pledging/Hedging | Company prohibits hedging/pledging of WEC stock; none of directors’ shares are pledged |
| Director stock ownership guideline | Must hold WEC stock/DSUs equal to 5× annual cash retainer within 5 years of joining the Board |
Governance Assessment
- Board effectiveness: Baxter strengthens financial oversight and regulated-utility expertise on the Audit and Oversight Committee; identified as an audit committee financial expert—supports financial reporting integrity and risk oversight .
- Independence and conflicts: Board affirmatively determined independence; no related‑party transactions disclosed since Jan 1, 2024—low conflict risk .
- Alignment and ownership: Standardized director pay with meaningful equity retainer and a 5× retainer ownership guideline fosters alignment; hedging/pledging prohibited—positive alignment practices .
- Workload/overboarding: Holds three public company directorships including WEC (within WEC’s cap of four), though Audit Chair duties at U.S. Bancorp are time‑intensive; within policy and mitigated by relevant expertise .
- Shareholder confidence signals: Board’s move to eliminate supermajority voting (Proposals 4 and 5) reflects responsiveness to a 2024 advisory vote—positive governance trajectory .
RED FLAGS
- None identified in company disclosures: no related-party transactions, no pledging, and independence affirmed .
Appendix: Committee Assignment Snapshot
| Committee | Role | Effective Date |
|---|---|---|
| Audit and Oversight | Member; Audit Committee Financial Expert | Appointed Jan 16, 2025 |
References:
- Director biography, roles, and external boards
- Board independence determination
- Audit and Oversight Committee membership and “financial expert” designation
- Director compensation structure and guidelines
- Beneficial ownership and director holdings
- Hedging/pledging prohibition
- Related‑party transactions (none)
- Board practices and attendance context
- Governance proposals to eliminate supermajority voting