01—Abstract
Summary
Summary of the 8-K filed March 12, 2024. Cited figures are marked; the original filing is the authoritative source.
WEC Energy Group, Inc. filed this Form 8-K on March 12, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) to disclose the appointment of Michael Hooper as President Wisconsin Utilities, effective April 1, 2024.
On March 7, 2024, the company and Mr. Hooper entered into an agreement under which he, age 50, will report to Scott Lauber, President and Chief Executive Officer. Mr. Hooper previously served as President of Northern Indiana Public Service Company (NIPSCO) since June 2020, and before that as Senior Vice President, Regulatory, Legislative Affairs, and Strategy of NIPSCO from October 2018 to June 2020. The filing identifies the company's Wisconsin utility subsidiaries as Wisconsin Electric Power Company, Wisconsin Gas LLC and Wisconsin Public Service Corporation.
The compensation package includes a base salary of $650,000,a a short-term performance plan target of 80% of base salary, and a long-term incentive plan target of 170% of base salary, with both prorated to the April 1, 2024 start date for the short-term award and long-term awards granted at target effective April 1, 2024. Mr. Hooper is also eligible for the 401(k) Plan, the Executive Deferred Compensation Plan (EDCP) and other benefit plans. In addition, the company will credit $300,000 annually to his EDCP account for five annual contributions, invested in the account tracking WEC Energy Group common stock, with the balance vesting on his fifth anniversary or upon death or disability.
The filing is a personnel and compensation disclosure rather than a financial results report. The full terms are described in an offer letter attached as Exhibit 10.1, and the filing also includes a Cover Page Interactive Data File (Exhibit 104).
The filing was signed by William J. Guc, Vice President and Controller.
02—Key points
Key Highlights
- Michael Hooper, age 50, will become President Wisconsin Utilities effective April 1, 2024, reporting to CEO Scott Lauber.
- Hooper previously served as President of NIPSCO since June 2020 and as Senior Vice President, Regulatory, Legislative Affairs, and Strategy of NIPSCO from October 2018 to June 2020.
- Base salary set at $650,000, prorated to the April 1, 2024 start date.
- Short-term performance plan target of 80% of base salary; long-term incentive plan target of 170% of base salary, with long-term awards at target effective April 1, 2024.
- The company will credit $300,000 annually to Hooper's EDCP account for five annual contributions, invested in WEC Energy Group common stock.
- The EDCP account balance vests on Hooper's fifth anniversary with the company or upon his death or disability.
- The full compensation terms are set out in an offer letter filed as Exhibit 10.1, dated March 7, 2024.
03—Questions
Frequently Asked Questions
Who is being appointed and what is the new role?
Michael Hooper, age 50, will serve as President Wisconsin Utilities, effective April 1, 2024. He will report to Scott Lauber, the company's President and Chief Executive Officer. The Wisconsin utility subsidiaries named in the filing are Wisconsin Electric Power Company, Wisconsin Gas LLC and Wisconsin Public Service Corporation.
What is Hooper's background?
Hooper has served as President of Northern Indiana Public Service Company (NIPSCO) since June 2020. NIPSCO is a public utility providing electric and natural gas service in Northern Indiana and is a majority owned subsidiary of NiSource Inc. Before that, he was Senior Vice President, Regulatory, Legislative Affairs, and Strategy of NIPSCO from October 2018 to June 2020.
What is Hooper's compensation package?
His base salary will be $650,000, with a short-term performance plan target of 80% of base salary and a long-term incentive plan target of 170% of base salary. Both the short-term award and the base salary are prorated to his April 1, 2024 start date, and long-term awards at target will be granted effective April 1, 2024. He is also eligible for the 401(k) Plan, the Executive Deferred Compensation Plan (EDCP) and other benefit plans.
Does the package include equity-linked or deferred compensation?
Yes. The company will credit $300,000 annually to Hooper's EDCP account for five total annual contributions. The account is invested in the account that tracks the performance of WEC Energy Group common stock. The balance vests on his fifth anniversary with the company or upon his death or disability.
Where can investors find the full terms of the arrangement?
The filing states that the summary is qualified in its entirety by Hooper's offer letter, dated March 7, 2024, which is filed as Exhibit 10.1 and incorporated by reference into Item 5.02.
04—Continue