William Farrow III
WEC ENERGY GROUPAbout William M. Farrow III
Independent director at WEC Energy Group, age 69, serving since 2018. Current committee roles: Compensation Committee member, Corporate Governance Committee Chair, and Executive Committee member. Background includes over 40 years in business operations, technology development, enterprise risk, and strategy; prior leadership of Winston and Wolfe, LLC; service on boards of CBOE Global Markets and the Federal Reserve Bank of Chicago. Expertise highlighted in financial management strategy, technology and cybersecurity risk oversight, and governance in highly regulated markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winston and Wolfe, LLC | Chairman & CEO (retired) | 2010–2023 | Technology development and advisory leadership; enterprise risk and strategy experience |
| Echo Global Logistics Inc. | Director | May 2017–Nov 2021 | Logistics industry board experience |
| Federal Reserve Bank of Chicago | Board service (dates not disclosed) | Not disclosed | Financial markets oversight experience leveraged for WEC’s financial management strategy |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CBOE Global Markets Inc. | Director; Lead Director; Non-Executive Chairman | Director since 2016; Lead Director May–Sep 2023; Non-Executive Chairman since Sep 2023 | Provides technology and market structure expertise; governance leadership experience |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance Committee Chair; Executive Committee member .
- 2024 meeting cadence and independence context:
- Compensation Committee: 7 meetings; solely independent directors; one joint meeting with Corporate Governance Committee .
- Corporate Governance Committee: 4 meetings; solely independent directors; one joint meeting with Compensation Committee; oversees related party policy, board performance evaluations, and director compensation package review with Compensation Committee .
- Executive Committee: did not meet in 2024; membership includes Farrow .
- Board attendance and engagement: Board met 7 times in 2024; all directors attended >75% of meetings, average attendance >98.7%; executive sessions held at all regular Board meetings and most committee meetings; directors (including those standing for election in 2025) attended the 2024 Annual Meeting (except Baxter and Lange, who were not directors then) .
- Governance infrastructure: Majority independent board (11 of 13 nominees), defined Independent Lead Director role (currently Thomas K. Lane), stock ownership requirements for directors, recoupment policies for incentive compensation, responsible overboarding restrictions .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $135,000 | Includes cash-based retainer and applicable chair fees, whether paid or deferred |
| Stock Awards (2024) | $160,000 | Annual equity retainer in restricted stock; grant date fair value per FASB ASC 718; vests one year from grant date |
| Total (2024) | $295,000 | Sum of cash and equity values reported; no meeting fees |
| Program design (context) | Annual cash retainer: $120,000; Corporate Governance Chair: $15,000; Compensation Chair: $20,000; Audit Chair: $20,000; Annual equity retainer: $160,000 in restricted stock; meeting fees: none; Director stock ownership guideline: 5x annual cash retainer within five years |
Performance Compensation
| Compensation Metric | Application to Non-Management Directors | Vesting/Timing |
|---|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR) | Not used for director compensation | N/A; director equity awards are time-based restricted stock vesting one year from grant |
| Annual equity grant (2024) | Restricted stock grant valued at $160,000 | Granted Jan 2, 2024; one-year vest |
| Deferred compensation | Optional deferral of cash fees into phantom stock or prime rate fund; payable in cash | Phantom stock units track WEC stock performance; no voting rights; payable per plan |
Other Directorships & Interlocks
| External Board | Role | Interlock/Conflict Notes |
|---|---|---|
| CBOE Global Markets Inc. | Director; Lead Director; Non-Executive Chairman | No Compensation Committee interlocks or insider participation at WEC in 2024; committee members (including Farrow) were independent and had no reportable transactions with WEC . |
| Echo Global Logistics Inc. | Former Director | No WEC interlock noted |
- Compensation advisor independence: FW Cook engaged solely by Compensation Committee; committee determined FW Cook is independent and conflict-free; FW Cook confirmed independence in writing .
Expertise & Qualifications
- Brings deep experience in business operations, technology development, enterprise risk, and strategy; valuable for cybersecurity and physical risk oversight at WEC’s utilities .
- Financial markets governance experience (CBOE and Federal Reserve Bank of Chicago) enhances oversight of financial management strategy .
- Chicago regional economic and public policy insights via extensive local board relationships .
- Aligns with Board core competencies in technology and security, risk management, corporate governance, and strategic planning .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of Jan 31, 2025) | 5,843 | None of the listed individuals own >1% of shares outstanding |
| Options exercisable within 60 days | — | No options reported |
| Total beneficial ownership | 5,843 | Matches shares owned; options none |
| Phantom stock units (deferred compensation accounts) | 8,968 units | Units track WEC stock performance and are payable in cash; not included in “Shares Owned” |
| Restricted stock held (as of Dec 31, 2024) | 1,954 shares | Annual director grant; one-year time-based vest |
Insider Trades (Form 4 – recent records)
Governance Assessment
- Independence and engagement: Independent director with strong attendance culture at WEC (Board average >98.7% and all directors >75% in 2024), executive sessions held regularly, and robust board evaluation process overseen by Corporate Governance Committee .
- Committee leadership: As Corporate Governance Chair, Farrow oversees related party transaction policy and board performance reviews; the committee also jointly reviews non-management director compensation with the Compensation Committee—central to governance effectiveness .
- Compensation alignment: Director compensation emphasizes equity (time-based restricted stock) with no performance metrics; 2024 actual compensation was $135,000 cash and $160,000 equity (total $295,000); program unchanged for 2025 per FW Cook benchmarking at market median . Stock ownership guideline of 5x cash retainer within five years supports alignment; phantom units provide additional economic exposure but are payable in cash .
- Conflicts and interlocks: No related-party transactions since Jan 1, 2024; Compensation Committee interlocks and insider participation: none in 2024; compensation consultant independent .
- RED FLAGS: None evident from disclosed materials—no related-party transactions, no interlocks, no meeting fees, and strong attendance practices. Monitor time commitments given external chair role at CBOE; WEC’s guidelines require notification/approval for joining boards and include responsible overboarding restrictions .